The Culture of Deal Leaking [Video]
How are regions and industries impacted?
25 October 2018
On the heels of publishing the 2018 Intralinks Annual M&A Leaks Report, I had the chance to sit down with James Harris, a principal on the corporate development integration team at Google; Rachael Dugan, associate general counsel, chief strategy & M&A Counsel at Marsh & McLennan Companies; and Doug Barnard, senior vice president, general counsel, and secretary at CF Industries. Our informative discussion was recorded at the Transaction Advisors M&A Conference at the University of Chicago.
Culture is an integral part of deal leaking. Why? Because culture determines the values, behaviors and traditions that a community considers normal and acceptable. There is an argument to be made that – from regulations to frequency – deal leaking, and its governing laws, are largely driven by organizational, societal, geographical and institutional culture.
Rachael, Doug and James are seasoned M&A professionals who’ve seen their share of leaks. So it’s insightful when they say that the primary incentives to leak deals include personal financial gain (i.e. insider trading), increased bidder competition and higher acquisition values.
Leak rates vary by industry, market and country, as do accepted business practices and regulations. Although the individuals who decide to leak information are ultimately accountable for their actions, culture often determines their incentives and level of risk.
But there’s much, much more to the discussion. Watch the video at the bottom of the page to hear what panelists had to say when asked:
- How do you construct deal teams, and what are the key factors?
- If you’re going to leak, what are the best practices to follow?
- What are the consequences if you’re caught?
- Can deal structure discourage leaks?
- What do you do when there is a leak?
The panel also discussed the discipline needed by deal team members in the use of social media, as even something as seemingly innocuous as reporting one’s travel plans on Facebook could set off alarm bells.
Thanks to Rachael, Doug and James for a great panel discussion on the incentives, pressures and processes that cause leaks, and the effect they can have on market opinion, valuation and public perception in the high-stakes world of mergers & acquisitions (M&A). Watch the panel discussion in its entirety below and be sure to download the 2018 Intralinks Annual M&A Leaks Report.
Brian S. Hwang is Director of Strategic Business & Corporate Development at Intralinks. Brian joined Intralinks from RR Donnelley Global Capital Markets where he primarily worked with clients in the Midwest and Northeast, consulting on initiatives related to disclosure issues for SEC financial reporting, US Proxy compliance and transactional due diligence. Brian started his career with New York City law firm Wachtell, Lipton, Rosen & Katz, where he was involved in the due diligence and execution of transactions, valued at over $350 billion.