Avoiding Successor Liability In International M&A

In an article that appears in Bloomberg BNA’s Corporate Accountability Report, Paul Hastings attorneys Timothy A. Mackey, Michael L. Spafford and Bub Windle discuss due diligence in international M&A: Why it’s essential and what to look for when you do it. The two areas that require attention are bribery/corruption and antitrust. Guidance from DOJ and the SEC has made it clear that there could be successor liability in both areas if the acquiring company fails to do the requisite research and ask the right questions.  The writers break the due diligence process into two categories of inquiry: general research about the sector and the business environment, which can be done without the aid of the target company, and specific inquiries about the company itself, which generally does require cooperation.