<NAME OF FIRM>
DUE DILIGENCE CHECKS FOR MERGERS &
ACQUISITIONS
Key Note: This process does not replace the pre-merger or acquisition commercial due diligence that would
normally be undertaken by an Accountant, however there will be overlaps with that process, notably in
respect of commercial and financial considerations. That would include a review of Accounts, Ledgers, cash
flow including overdraft situation and history, claims/complaints history, file lists and access to records. This
checklist is aimed at forward planning once the merger or acquisition has gone ahead.
I : Operations & Risk Management
Area
Considerations
Supervision
Casework Supervision Structure:
 all advisers covered
 no excessive loading of any
individual
 no isolated / maverick pockets
Agree / align supervision processes
Cross check file reviews to compare
standards and agree consistent
standards for future
File review process and responsibilities
for future, covering all advisers and
partners
Client Care
Complaints Policy and Processes –
review current – merge / take best of
both
Complaints contacts revised
Central management for both parties
(recording, filing, review, analysis)
Notification to all clients re: M or A and
key contacts for future reference
Alignment of any feedback processes,
information gathering and analysis
X-Check for conflicts:
 Client lists from both parties
 Outside interests from both parties
Review and alignment of:
 Terms of Business
 Client Care Letters
 Consistent standards of care
 Standard / precedent letters
File
Management




Technical
Who to
Co-ordinate
Action Needed
Numbering & Indexing Systems
File Structure and content to ensure
consistency
Align Key Info Sheets / Summaries
Closure & Archiving systems
Agree / align approaches and systems
for:
 Databases, CMSs, DMSs, etc.
 Central Diary System
 Circulation of professional info,
guidance and updates
 Subscriptions / library / training
content (remove duplications)
 Document Storage / Sharing
Systems / access and security
 Training material access / cascading
 Forms / precedents banks Quality /
Operational Manuals (best of both)
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QBE / Solicitors’ Precedent Documents (International) / Mergers & Acquisitions / v1 / Feb-13 / Page 1 of 3
I : Operations & Risk Management (Contd.)
Area
Considerations
Who to
Co-ordinate
Case
Management
Alignment of Approaches, Systems
and/or Documents for:
 Client Risk Assessment and
Acceptance
 New matter risk assessment and
acceptance
 Conflict Checks (separate or merged
client databases)
 Precedent documents – system
overlaps / duplications
 Undertakings – wordings, authority,
monitoring
 Key Dates – which ones, what,
where and reminders
 Central recording expectations and
any standardised formats
 Time Recording
 Handover / holiday cover
 Monitoring and reporting on
progress / inactivity
 Selection, Authorisation and
Management of third parties
 Collation of risk information and
agreement of risk monitoring,
review and reporting processes
Action Needed
II : Structure and Organisation
Area
Considerations
Organisation
&
Management
Partnership:
 Written partners/Members
Agreement / Articles of Association
 Consistency of all terms, rewards,
entry and departure criteria
 Compliance / quality standards and
expulsion criteria
Management:
 Structure & decision-making process
 Allocation of managerial roles &
consideration of competencies
 Partner - Peer Review arrangements
Joint
Ventures
Review of any referral arrangements,
appointed representatives and similar:

conflicts

contracts / referral agreements

disclosure statements

monitoring processes

record keeping
PI / Other
Insurance


Who to
Co-ordinate
Action Needed
Succession issues / partpurchase / runoff cover
(discuss with broker)
Rationalise brokers and covers
© QBE Insurance (Europe) Limited 2013. Please view our disclaimer at: http://www.qbeeurope.com/professional-financial/risk-management-resources.asp
QBE / Solicitors’ Precedent Documents (International) / Mergers & Acquisitions / v1 / Feb-13 / Page 2 of 3
II : Structure and Organisation (Contd.)
Area
Considerations
Personnel
<The Lateral
Hire Checklist
should be
referred to.>
Consistency of expectations,
remuneration / rewards:
 Terms of Employment
 Salary Brackets
 Align performance targets for
Advisers; WIP; Write offs etc.
 Other objectives
 Alignment of approach to
reviews/appraisals
 Equality & Diversity Policy / Process
Who to
Co-ordinate
Action Needed
Fit and Proper Checks (Certs, Quals,
Disciplinary etc.)
Collect info on Outside Interests for
Conflict of Interest Checks
Briefing sessions re: new structure,
plans, objectives
Business
Planning &
Budgeting
Research & Planning
 Survey of aims and aspirations –
Partners, fee-earners and staff
 Survey of both sets of clients –
current views and future needs
 New Plan / Model(s) and Budgets
 Processes for monitoring above
 Expenditure Authorisation / Limits
 Update of all hard and soft
marketing materials
 Alignment of CSR activities
 Changes to Business Continuity
Plans
Services
Agree / Rationalise:
 Banks, Office Account/s and Client
Account/s
 Accountants and Year End
 Brokers and Insurers
 Training Materials / Services
 Other advisers /consultants
 Any outsourced services (conflicts,
contracts, monitoring, and controls,
record keeping)
Other
For existing / additional premises:
 Check health safety records and
plans
 Security and Access arrangements
 Equality / Accessibility of premises
and service provision generally
© QBE Insurance (Europe) Limited 2013. Please view our disclaimer at: http://www.qbeeurope.com/professional-financial/risk-management-resources.asp
QBE / Solicitors’ Precedent Documents (International) / Mergers & Acquisitions / v1 / Feb-13 / Page 3 of 3