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This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. Deal making is glamorous; due diligence is not. That simple statement goes a long way toward explaining why so many companies have made so many acquisitions that have produced so little value. The momentum of a transaction is hard to resist once senior management has the target in its sights. Companies contract "deal fever," and due diligence all too often becomes an exercise in verifying the target''s financial statements rather than conducting a fair analysis of the deal''s strategic logic and the acquirer''s ability to realize value from it. In a recent Bain & Co. survey of 250 international executives with M&A responsibilities, only 30% of them were satisfied with the rigor of their due diligence. And fully a third admitted they hadn''t walked away from deals they had nagging doubts about. In this article, the authors, all Bain consultants, emphasize the importance of comprehensive due diligence practices and suggest ways companies can improve their capabilities in this area. They provide rich, real-world examples of companies that have had varying levels of success with their due diligence processes, including Safeway, Odeon, American Seafoods, and Kellogg''s. Effective due diligence requires answering four basic questions: What are we really buying? What is the target''s stand-alone value? Where are the synergies--and the skeletons? And what''s our walk-away price? Each of these questions will prompt an even deeper level of querying that puts the broader, strategic rationale for acquisitions under a microscope.

涵蓋領域：

Contracts;Corporate social responsibility;Mergers and acquisitions;Negotiation strategies;Strategic alliances

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