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Acquisition Due Diligence

We’ve been helping UK and overseas firms acquire FCA regulated businesses since 2012. Over that time we’ve handled regulatory due diligence on more than 60 regulated entities, advising on transactions worth over £5 billion.

If you’re looking at acquiring a regulated firm our expert team can help. We offer a range of acquisition due diligence services to help you fully understand the regulatory risk any transaction poses.

(If you’re looking to sell, see Acquisition due diligence for sellers below.)

First, we’ll conduct an initial scoping exercise, looking at the target firm’s senior management controls, culture, regulatory history, and its financial exposure from legacy advice or management of assets. Based on this, we’ll produce an initial report flagging up any risks or issues before you appoint accountants and solicitors and start incurring significant costs.

Assuming the initial findings are positive, we’ll undertake a full acquisition due diligence exercise covering everything from operations, systems and controls and IT, to culture and sustainability. We’ll then provide you with a detailed report, adopting a risk-based approach agreed in advance with you, and advise you on the implications of its findings

How our acquisition due diligence process works

Our acquisition due diligence experts typically provide the following services:

    • Audit of internal governance and systems and controls against FCA objectives
    • Audit of IT governance, systems, and controls against financial and cyber crime
    • Review of FCA permissions against activities undertaken
    • Review of FCA correspondence history (including any disciplinary action)
    • Review of FCA financial returns and compliance with Prudential Regulation
    • Review of client money controls and supervision
    • Past business review of advice or management of assets
    • Review and understanding all investments sold (standard and non-standard)
    • Review of all Senior Managers and Certification Function Persons’ roles, responsibilities and contracts
    • Review of complaints history.

At the end of this acquisition due diligence process, we’ll produce a risk-assessed report, and present this to your board, highlighting key issues and risks, along with a mitigation plan.

If you decide to proceed with the purchase, we can also provide expert assistance with your Section 178 Change of Controller application. This needs to be approved by the FCA before the transaction can be completed. We can liaise with the regulator prior to submission, draft and submit your application, and handle all follow-up with the FCA, attending any meetings and resolving any queries.

If you wish, we can also introduce you to trusted solicitors and accountants who can assist you with the transaction.

Acquisition due diligence for sellers

If you’re thinking of selling your business or seeking investment, we’re leading experts in buy-side regulatory due diligence. If you’re selling, we can help you prepare for either a full or partial sale. If you’re seeking investment, our expert team can prepare you for the questions you’ll be asked about your business and its senior management.

If you wish, we can also introduce you to solicitors and accountants, who can help you prepare your business, and to potential acquirers or investment companies

How we can help

Working with us, you can be confident that all potential issues around your prospective transaction have been identified and highlighted in our acquisition due diligence report.

You can also count on us for effective practical guidance on how best to resolve any issues uncovered.

For more information about our acquisition due diligence services, call 0207 436 0630 to speak to a member of our team or email info@thistleinitiatives.co.uk.


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