Financial controlling and due diligence in information and analytical support of mergers and acquisitions

Abstract

Introduction. The mergers and acquisitions (M&A) create an important direction for development of corporate finance that allows leveraging exogenous growth drivers. Both the global and local M&A markets show positive dynamics, despite geopolitical threats. The implementation of mergers and acquisitions requires high-quality informational and analytical support. Such support should be provided by financial controlling and due diligence instruments. Geopolitical uncertainty sets increased demands on these instruments, requiring research on how to improve them with consideration of ESG criteria. Problem Statement. The problem lies in the insufficient adaptation of financial controlling and M&A due diligence methods to new geopolitical threats and in certain formalism in meeting ESG criteria. The purpose is to substantiate the ways to improve the information and analytical support of M&A transactions by integrating ESG criteria into the procedures and methods of M&A controlling and Due Diligence. Methods. Quantitative and qualitative methods were used in the study, including: the abstract-logical method, the method of analogies and systematization, the content analysis method, the case study method and the event studies method. Results. The stages of information and analytical work to substantiate relevant investment decisions with the involvement of M&A controlling and due diligence functions are determined, based on the logic of the merger and acquisition process. The necessity and expediency of taking into account geopolitical risks in assessing the level of compliance with ESG criteria is proved. The definition of the main tools for information and analytical support of merger and acquisition operations, namely, due diligence and M&A controlling, is substantiated. A structural and logical scheme of due diligence of M&A operations is proposed, including the details of the ESG-DD component, which involves assessing geopolitical risks. Based on the use of the event study method, the impact of information on the M&A transaction is shown on the example of the case of LifeCell sale by Turkcell. Conclusions. Information asymmetry in the capital market may lead to an incorrect assessment of the value of the investment object and the wrong transaction price. It is necessary to use the functionality of M&A controlling and due diligence to reduce information deficits, both of which act as instruments for analytical support of M&A transactions. The proposed structure of M&A due diligence includes six integrated areas: financial, tax, legal, commercial, organizational and ESG. Taking into account the potential environmental, social and geopolitical threats, modern financial and investment decisions should consider the level of compliance with ESG criteria by companies. These criteria should be considered by M&A controlling in the process of strategic planning, implementation and monitoring of the transaction efficiency at the investor side, as well as in the process of external identification of possible threats within due diligence. This ensures a comprehensive approach to timely identification of not only financial risks, but also managerial, technological and environmental risks and an assessment of the ability to overcome geopolitical instability.