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M&A due diligence guidance highlights compliance checks before closing

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12

Why it matters

Cogency Global has published a guide to M&A due diligence that walks buyers, sellers, and their advisors through the mechanics of identifying and resolving compliance issues before deal close. The framework covers entity structure, liens, tax obligations, regulatory status, and licensing gaps—along with antitrust exposure, intellectual property clearance, data security posture, ESG compliance, cross-border considerations, and pending litigation. The guidance maps these reviews onto the standard M&A timeline: pre-LOI screening, preliminary diligence, confirmatory diligence, signing, closing, and post-close integration. The core recommendation is to surface problems early—unpaid taxes, payroll deficiencies, regulatory violations—so they can be addressed through deal terms, escrow holdbacks, or remediation rather than discovered after signing.

The piece is a process explainer rather than a response to a specific transaction. It does not address a particular merger announcement or regulatory filing.

For deal counsel, the timing underscores a persistent market reality: delayed closings remain a leading source of deal friction and cost overruns. The emphasis on cross-functional diligence—particularly around data security, regulatory approvals, and integration readiness—reflects current M&A practice. Practitioners should treat compliance screening as a gating function, not an afterthought, and ensure that charter review, public-record searches, and entity audits happen early enough to allow remediation without compressing the closing timeline.

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