What is Transaction Forensics
Transaction Forensics is utilization of forensic expertise in M&A processes, covering the pre-signing stage of the transaction, the closing stage as well as the post-acquisition stage. These services secure the party’s interests in the acquisition process by identifying risks that are not covered by standard due diligence processes, including appropriate provisions in the SPA to mitigate those risks and ensuring capability to pursue any potential post-acquisition claims.
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Who is the counterparty of the agreement?
When you want to know with whom you plan to enter into the SPA, especially crucial if you consider further cooperation after acquisition or doubts have arisen about the reputation and/or history of the other party.
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How can I cover major risks in the SPA?
In difficult cases (where risks are difficult to define or where there is an increasing number of disputed matters), investigative support can prove invaluable. Vague and unclear contractual clauses can effectively prevent the execution of previous commercially agreed arrangements by one party of the transaction.
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Can I still attempt to recover part of the purchase price once it has been settled?
If the situation in the acquired entity is far from anticipated and there are indications that the other party to the transaction may have breached the SPA clauses, factual situation should be verified and evidence should be gathered to support potential amicable negotiations or a claim against the seller/buyer in the event of an actual breach of the agreement.
Scope of support
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Integrity due diligence
Verification of the seller’s history, inter alia to identify potential irregularities, corrupt activities, links to politically exposed persons – which may affect the reputational risk of the planned transaction. Particularly relevant, if further post-acquisition cooperation is planned.
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Compliance testing
Analysis of a selected sample of transactions to identify high-risk transactions (e.g. of a corrupt nature) – which may affect the overall risk assessment of the transaction to include results of such analysis in the drafting of the SPA.
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Compliance review
Understand the corporate culture and compliance function within the acquired company and identify related risks that may need to be taken into account when making decision on contemplated acquisition.
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Day one data preservation
In case of decreasing trust towards the Seller and increasing concerns over his actions, we can assist in preserving copies of crucial data to ensure its completeness in case of future dispute.
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Post-transaction investigation
When economic situation of the company is far from the anticipated or there is a suspicion that the Seller breached SPA clauses – we verify such hypotheses, gather evidence and support potential amicable negotiations or claims.
Support in various stages of the acquisition
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Due diligence stage
During the due diligence process, we support you with verification of reputation and history of the seller as well as verification and review of compliance framework. Scope of our works can be part of financial, tax or legal due diligence and does not require separate contract.
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SPA negotiation stage
Based on our observations from due diligence stage, i.e. identified reputational risks, compliance risks but also business risks – we support in drafting and negotiating SPA clauses. Wide experience in post-transaction investigations is invaluable in securing interests of one party of the transaction in case of potential dispute.
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Post-transaction stage
After take-over and in case of increasing red flags – we conduct post-transaction investigations to verify hypotheses and gather substantial evidence. Valuable part of such investigations is previous, preventive preservation of key data – on day one after taking the control over the enterprise. We also assist legal advisors in resolving disputes amicably or by further legal steps.
During the due diligence process, we support you with verification of reputation and history of the seller as well as verification and review of compliance framework. Scope of our works can be part of financial, tax or legal due diligence and does not require separate contract.
Why Grant Thornton?
Dedicated flexible team of experts with unique experience in forensic and transaction advisory services. Direct, open collaboration with teams responsible for due diligence processes or support in drafting SPA. We combine multiple competencies into one unified Grant Thornton voice.
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31 years
of activity in Poland
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1000+
people in 7 offices throughout Poland
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2400+
clients annually
