Minimising risks in corporate transactions

Does the target company have a compliance programme that covers bribery and corruption risks? Which ABAC-related operating procedures are in force at the target company? We examine the purchasing and sales process, the use and selection of third parties (agents/distributors/suppliers), cash practices, employee reimbursements and internal controls to identify openings for infringements of the law.

Does the target company have any interactions, contracts or agreements with foreign governments or governmental agencies in the course of its business? The review of selected existing contracts – for example with suppliers, marketing intermediaries and government agencies – will uncover any additional ABAC risks. Minimising factors include ABAC compliance clauses, review rights, an annual ABAC compliance confirmation, and the threat of penalties and/or immediate termination of the contract for breaches of contract or the law.

Have the target company and/or relevant persons complied with ABAC rules? With a focus on ABAC issues, we analyse, inter alia, the general company information and available media and press reports about the target company; we identify key people and shareholders up to the level of the beneficial owner and include them in our research. For this we use our worldwide access to relevant information databases, such as commercial register, court and media databases.

Does the target company keep books, records and accounts that accurately and fairly reflect its transactions? Which transactions were carried out in the target company that were related to gifts, donations, sponsorship expenses and lobbying? Are they appropriate in amount and compliant with any approval procedures and internal controls? By examining selected expense items, we identify suspicious transactions that can point to criminal activities relating to corruption and bribery.

We conduct interviews with key management and other relevant stakeholders to understand the target company’s business strategy, business model and operations. In the course of the discussions, we also gain an understanding of any risk and management systems implemented.

Based on the documents and discussions, we generate an overall assessment. The results are summarised and visualised, and are included in a red flag report. We derive measures and develop an action plan with recommendations during and after the company transaction.

Policies against corruption and bribery can also be implemented as part of remediation measures relating to environmental, social and governance (ESG) issues. We can help you to develop an integration plan and support you in complying with ABAC guidelines in the acquired company.

The targeted communication of rules and guidelines is an important success factor for ensuring the achievement of ABAC objectives after a corporate transaction. We will support you in developing communication plans, setting the right incentives, conducting training and creating the necessary awareness for corruption prevention.

ABAC monitoring and reporting allows you to stay continuously informed about compliance-sensitive activities after a company transaction. We will support you in defining the crucial parameters for the recording and in setting up appropriate monitoring of the relevant activities.