Unlike in mature markets where non-compliance is a deal-breaker, it is common in emerging market family businesses. The investor's role during due diligence shifts from pure vetting to actively guiding the company toward compliance, making the process the first step in building a trusting partnership.
In a non-control deal, an investor cannot fire management. Therefore, the primary diligence focus must shift from the business itself to the founder's character and the potential for a strong partnership, as this relationship is the ultimate determinant of success.
In markets like Australia where tech M&A is less mature, a HoldCo's primary job during sourcing is often educational. They must patiently reset founder valuation expectations, moving them away from inflated media headlines and towards fundamentals like profitability and comps.
In unstable environments, adherence to Western standards for food safety and anti-bribery isn't a burden but a key differentiator. It attracts other multinationals as customers who value reliability and predictability, knowing contracts will be honored without illicit payments.
In markets like Vietnam, a signed shareholder agreement is insufficient. Founders often don't fully grasp terms regarding reporting or KPIs. Investors must act as educators to onboard the company and build a true partnership, as legal clauses alone don't guarantee alignment.
Instead of a separate team handing off findings, Cisco's integration lead orchestrates the entire diligence process. This ensures that diligence is not just a risk-finding exercise but is actively focused on validating the executability of the initial integration strategy and deal thesis.
By the time a strategic acquirer enters due diligence, the desire to do the deal is already high. The process's primary purpose is not to hunt for deal-breakers but to confirm key assumptions and, more importantly, to gather the necessary data to build a robust and successful integration plan.
Successful, long-term vendor relationships are built on cultural alignment and a shared vision, not the lowest bid. Intensive due diligence should focus on finding a partner who is transparent, trustworthy, and willing to innovate and grow with your organization. A mismatched culture will lead to revisiting the selection process within a year.
To avoid post-close surprises and knowledge loss, marry diligence and integration leads before an LOI is even signed. This ensures real-world operational experience informs diligence from the start. The goal is to have a drafted integration thesis by LOI and a near-complete plan by signing, not after closing.
Unlike Western PE where tasks are outsourced to bankers and lawyers, investors in markets like Vietnam must be entrepreneurial. They need to own every part of the deal process—legal, operational, financial—to navigate local nuances and manage risk effectively, rather than just coordinating experts.
Instead of only the buyer investigating the target, successful M&A involves "reverse due diligence," where the target is educated about the buyer's company. This transparency helps the target team understand how they will fit, fostering excitement and alignment for the post-close journey.