In the realm of transactions, financial due diligence is the compass that guides decision makers. It's not just about understanding the present financial health but about discerning the underlying factors that influence earnings. The RSM approach to financial due diligence considers not just the quality of earnings, but the underlying key business drivers, industry-based issues and complex deal advisory matters—such as the working capital calculation and purchase agreement reviews—that propel them.

RSM specializes in a targeted approach that assesses IT and cyber landscapes to uncover potential risks and integration challenges.

By addressing these critical aspects, we pave the way for seamless post-transaction operations, minimizing disruptions and maximizing success. At RSM, we go beyond identification – we quantify remediation projects, optimizing stability, scalability, and supportability.

For private equity and corporate transactions involving proprietary software, software due diligence is critical to assessing deal valuation and ensuring post-transaction value capture.

Assessing a company’s software product through competitive, functional, architectural, and development lenses offers buyers critical information and insight. This has benefits for both buyers examining a potential technology target and for sellers planning to exit their business.

Talent is the backbone of any organization. Our HR due diligence is a meticulous process that evaluates everything from organizational structure to talent management. It’s about understanding the human element in transactions, ensuring that talent strategies align with business objectives, and foreseeing potential HR challenges and opportunities.

ESG plays an increasingly important part in mergers and acquisitions – not only in terms of successfully completing transactions, but also in a business’s valuation and its perceived long-term potential.

Robust ESG due diligence is now a fundamental part of the deal process, and the risk management approach of private equity funds or potential acquirers. Similarly, to protect your future wealth and ensure that you receive the best price for your business, you will want to be able to provide the necessary information at the earliest opportunity.

Our ESG specialists and our transactions team can assist before and during the transaction process by:

• Providing reports on your organization’s ESG performance.
• Producing benchmarking information on policies and processes across each element of ESG.
• Sharing insight into the evolution of ESG trends that are likely to affect your business’s operations and value.
• Working with you to decide on the best valuation of your business.

In the complex dance of transactions, deal analytics is the lens that brings clarity. It's about harnessing data to challenge investment theses, demystify forecasts and identify quantifiable opportunities. RSM's approach is data-driven, ensuring that every decision is backed by robust analytics and provides a clear view of the deal landscape.

Mergers and acquisitions are defined by their complexity and speed. At RSM, we delve deep into a target company’s total tax profile, looking not only for negative exposures but for synergies and benefits you might inherit. We use our deep mergers and acquisitions experience and a methodical approach to help you succeed. Our seasoned tax advisors have deep experience in advising buyers and sellers on tax aspects of mergers and acquisitions transactions; they can help you derive the most value from your transactions.

Unlock seamless collaboration, maximize efficiency and future-proof your investment with our synergy and integration planning services. We go beyond financial considerations, ensuring your M&A transaction aligns with your long-term growth strategy. Navigating complexities with confidence, our experienced professionals break down intricacies into clear, actionable steps for a successful integration journey. Proactively identifying and mitigating risks, we safeguard your investment's integrity, elevating stakeholder value through cultural alignment and technological assimilation. In the dynamic realm of M&A transactions, our services offer strategic fusion, propelling your organization toward unparalleled success.

Look into the future today. The details matter more than ever.

Our team meticulously delves into the methodology and approach used to develop each pro forma initiative, conducting a detailed analysis of assumptions, inputs and calculations underpinning them. We go a step further by quantifying or recalculating the financial impact of each initiative. But we don’t stop there. We also systematically assess and score initiatives against five key risk factors, shedding light on any associated costs required to generate or maintain these initiatives.

With the acute focus on value realization, the comprehensive evaluation of businesses undergoing carve-outs from larger enterprises is more important now than ever. By evaluating functional dependencies and entanglements with the parent company, our experienced professionals provide invaluable insights into the deal perimeter's head count, costs and IT/cyber/human resources environments.

Our team advises on key operating pillars and underlying functional assumptions, supporting the development of potential standalone head count and costs. Identifying any potential one-time costs, key separation risks and opportunities, ensures a thorough understanding of Day One readiness.

At RSM, we have professionals with deep experience in supporting buyers and sellers with drafting transition service agreements (TSAs) and the supporting schedules illustrating those activities to be supported post-close.

Key activities include:

• Evaluating TSAs and proposing mark-ups to conform to the market or leading practices
• Supporting the development of TSA schedules to ensure appropriate services are included
• Assessing potential TSA costs to provide insights into the reasonableness of amounts to be charged

After the deal is sealed, businesses face the daunting task of aligning disparate entities, identifying gaps and harmonizing operations. The need for comprehensive integration planning and execution services arises from the inherent challenges in merging diverse cultures, processes and technologies. An effective integration plan is pivotal for realizing synergies, minimizing risks and accelerating business continuity.

At RSM US LLP, we help to mitigate risks, maximize synergies and accelerate timelines, supporting successful post-deal integration and, ultimately, the overall success and value of the transaction.

The period following a transaction closing involves the completion of a multitude of accounting and financial reporting requirements. What if you had a team of technical advisors with operational expertise who focused on managing your transaction accounting and financial reporting so you could focus on business strategy?

RSM’s transaction accounting team provides a systematic and scalable approach to meet your purchase agreement reporting and post-close financial accounting and reporting needs. As we move through the post-close process, our focus on the transaction accounting frees up management’s time to focus on execution of their integration initiatives.

Disputes often occur following the close of a transaction. Prepare and respond confidently by engaging the power of RSM’s dedicated team of post-acquisition dispute professionals. Whether serving as advisors to buyers and sellers or as a neutral, independent accountant/arbitrator, our team applies our extensive knowledge to analyze disputed items that arise regarding net working capital, earn-outs, breach of representations and warranties, and related financial issues.

Purchase price allocation methodology and guidelines are constantly evolving. RSM understands purchase price allocations are no longer about simply meeting the basics. Without the necessary knowledge and experience, it’s easy to overstate or understate certain assets or liabilities—or even miss them entirely. Our experienced professionals examine the pre- and post-deal effects of asset and liability valuation to deliver value to you and your stakeholders.

Elevate your market appeal and maximize financial returns. 

RSM’s sell-side advisory and diligence teams bring deep industry knowledge, resulting in a nuanced understanding of sector-specific risks, opportunities and performance metrics. By presenting a ready-made, in-depth diligence report, you instill confidence in potential buyers, streamlining the transaction process and maximizing the likelihood of a successful deal.

From strategy through separation completion, RSM is poised to help you maximize value across the entire divestiture or carve-out life cycle. Our cross-functional team has developed a coordinated, comprehensive methodology to support you in achieving your goals.

We know that Initial public offerings (IPOs) present numerous challenges, beginning with evaluating whether one is right for your company. Our capital markets team advises you throughout the process, from the initial rationalization and development of an equity story and the preparation of SEC-compliant financial and registration statements to the uplift of other functional areas of your business including IT, tax, human capital and internal controls. We provide support while you prepare.