Potential Compliance Issues During M&A’s

John Jellinek
Dec 7, 2018 · 2 min read

Even standard-level mergers and acquisitions can be time consuming, complex processes. With the number of considerations that go into a successful M&A, it can be surprisingly simple to miss illegal activity and compromise the entire project. However, compliance officers can alleviate most, if not all of this stress.

The fear of non-compliance issues is real and prevalent, but never something that should stop a business from choosing to merge with or acquire another. According to the International Business Times and the Department of Justice, a company that works openly with the DOJ to discuss and resolve violations of the FCPA Corporate Enforcement Policy will not undergo prosecution. After all, it isn’t always directly the companies fault. Many wrongdoers can slip through the cracks, hence why the DOJ has become much more lenient regarding this issue. This stance also applies to inherited liability.

While this is great news for businesses and business owners alike, taking much more of a relaxed stance on this issue would be a mistake. Those experiencing any issues are protected so long as they disclose this information before the merge or acquisition, but some may fail to do so until after. This can come with a plethora of repercussions.

What may seem counterintuitive, notifying the DOJ as soon as any illegal activity is discovered shows a strong ethical foundation that will ultimately be rewarded. To avoid any complications, compliance officers should always be included in M&A reviews from the very beginning. Their ultimate goal is to establish a friendly business environment by diminishing the regular enforcements that come with M&A’s, thus encouraging companies to feel comfortable in pursuing these business opportunities even in high-risk situations.

Always have the necessary steps in front of you before proceeding with a merger or acquisition. That is, running background checks, checking for any adverse media, audits, and more. These are essential for successful M&A’s. Without this due diligence, a company cannot fulfill the three pillars of the FCPA Corporate Enforcement Policy, which are as follows:

  • Voluntarily disclosing any violation that has occurred
  • Providing your full cooperation with the Department of Justice during their investigation
  • Resolving the issue or weakness

All of these laws are set in place to ensure that businesses are acting fairly towards everyone involved. While the DOJ may be seen as an entity set out to make arrests, they are more in line with a large Human Resources department, hoping to establish ethical practices in every facet of a business.

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John Jellinek

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John Jellinek is the President of the private equity investment firm Jelco Ventures, Inc. John Founded the company in 1971 | http://johnjellinek.com/