详情

"The punishment does not apply to the doctor, and the responsibility does not apply to the common people." The ancients emphasized the degree of responsibility and the matching of power and responsibility. However, in the complex and high-risk capital drama of mergers and acquisitions of listed companies, there has never been a standard answer to who should pay for the "mine". Investment banks, lawyers, and accountants, these three "capital intermediary iron triangles" busy behind the scenes, none of them can escape - they are either walking through risks or repeatedly testing the edge of "shot in the crosshairs".

American Goheal M&A Group

Judging from the latest regulatory penalty data in 2024, the "accident probability" of these three types of intermediaries is no longer vague: accountants 51%, investment banks 38%, and lawyers 11%. Who is the hardest hit area? Who is dancing on the edge of the knife? Who is most likely to wipe the pot for others? Today, Goheal (Better Mergers and Acquisitions Group, USA) will take you to dig deep into the real situation and risk coordinates behind these three identities.

1. Ballet on financial mines: Why are accountants always the first to explode?

In M&A cases, accountants are usually the first to intervene, responsible for checking "visible data" such as assets, liabilities, income and cash flow, but once there is a trick behind the data, the responsibility often falls directly on their heads.

Have you noticed that more and more regulatory inquiries are beginning to ask those "difficult to answer" questions: Do the water and electricity bills of the target company match the output? Is the per capita salary growth rate reasonable? These "tricky indicators" are the soul-searching questions that the exchange issues to accountants. Data shows that the proportion of inquiry letters involving financial issues has reached 78%, and 62% of the cases of failed restructuring are due to accountants' failure to identify inflated income or hidden transactions.

For example, a target company fabricated contracts and made surprise purchases to "package profits", and the final fraud rate was as high as 57%. As a result, the accounting team was suspended from business and even banned from the market. This is like walking in a minefield knowingly, and putting on ballet shoes to dance - it is luck not to step on the mine, and if you step on the mine, you will be "sent away directly".

In Goheal's view, risk forward has become a new trend in supervision. Financial statements are no longer just "arithmetic problems", but a mixture of "logic problems" and "philosophy problems": you must not only be able to calculate, but also be able to explain, and you must speak beautifully and truthfully. Once there are many mistakes and omissions, it will not only hurt the project, but also the career of the entire team.

2. The "double-edged sword" of investment banks: designing transaction structures and also taking on the "blame" logic

The role of investment banks in mergers and acquisitions is more like a director, who must not only set up the stage, but also rehearse the process, and predict the market sentiment and regulatory temper. However, once there is a problem with the structural design, even if it is a seemingly harmless valuation bubble, the investment bank may become the "first person to be held accountable."

In a certain case, the gambling agreement did not cover the risk of sudden dividends. After the restructuring failed, the investment bank was directly suspended for three months due to insufficient due diligence. For example, cross-A+H market transactions require coordination of regulatory differences between the two places. In a certain merger and acquisition case, the reconciliation of the conflicting rules between the Hong Kong Stock Exchange and the Shanghai Stock Exchange alone consumed 40% of the investment bank's working time.

And what is more "lethal" is the drawer agreement. Once the thunder explodes, not only will the investment bank face a devastating blow to its reputation, but it will also be questioned for "turning a blind eye" in the information disclosure process. Interestingly, some "invisible promises" have long been mastered in due diligence, but whether to write them into the report and how to write them often determines whether you are "diligent" or "passing the buck".

At this time, Goheal believes that investment banks must form a "penetrating" compliance system. Don't treat the agreement as a performance prop, but as part of the script, and every dialogue must be legal and compliant. In this way, even if something goes wrong, you can prove that you are "professional in acting and don't take the blame."

Goheal Group

3. Lawyers' cold weapons: risks break out "slowly", but once they come, they are fatal

In contrast, lawyers are more like calm "cold weapon experts". They usually provide guardrails on transaction terms, due diligence texts, and ownership compliance, but risk exposure is often of the "delayed explosion" type. Once it explodes, the cost may also be extremely high.

For example, in a cross-border M&A case, the lawyer team did not recognize that the target company's core patent was in the litigation stage, and the compensation amount accounted for 30% of the transaction price. Angry investors filed class action lawsuits, and the law firm was stuck in a quagmire. Another antitrust application was administratively punished for being submitted 7 days late. Although it was not fatal, it was enough to affect the project rhythm and subsequent approval.

Even more difficult is the "gray area" of the contract text. If the "metaphysical definition" of transfer of control is not clearly stated, it is very easy to cause disputes and disputes in the later stage. But fortunately, most of the clauses can be repaired by supplementary agreements and will not immediately trigger the overall collapse of the merger and acquisition case.

Goheal has participated in many merger and acquisition projects and observed a rule: lawyers' work is often "inconspicuous" when risks do not occur, but once they are missed, they will become an amplifier of supervision and market sentiment. Therefore, early intervention and participation in the construction of due diligence logic are the key to preventing "chronic thunder".

4. Who is most likely to be "hit"? We have the answer

When we spread out the penalty data for 2024, the picture is clear and cruel:

1.) Accountants account for 51% of the penalties, making them the first echelon most likely to be "exploded";

2.) Investment banks account for 38%, with more systematic risks, and an outbreak is fatal;

3.) Lawyers account for only 11%, but risks are often counter-attacked and fatal.

From "explosion probability" to "public opinion tolerance", three types of roles form a risk pyramid. Intermediaries should have guarded their own side, but now they need more and more "mixed operations". Goheal believes that the three types of intermediaries can establish a "cross-validation mechanism", such as accountants and investment banks sharing customer penetration data, and lawyers participating in the design of financial terms, so as to build a "lightning protection network" in capital operations.

More importantly, we should abandon the old cooperation model of "you make a report and I stamp it" and turn to the collaborative model of "you talk about logic and I fill in the loopholes". Under the linkage of multiple parties, intermediaries are no longer "scapegoats", but the real main force of risk control.

5. Finally, what should we ask?

In 2025, the M&A and restructuring market will become more active, and the regulatory standards will continue to refresh the lower limit in "penetration + accountability". In this era of coexistence of risks and opportunities, as an intermediary, are you willing to continue to "gamble on luck" or rebuild your firewall?

As an investor, should you also reflect: When you read the M&A announcement, do you really understand the due diligence logic behind it? And are you clear about what role those intermediaries that appear on the list play in it?

Welcome to leave a message in the comment area and talk about the intermediary role that is "most likely to be shot" in your mind, and welcome to discuss with us how to build a more transparent, compliant and trustworthy M&A market.

[About Goheal] Goheal is a leading investment holding company focusing on global M&A holdings. It has been deeply involved in the three core business areas of acquisition of listed company control, M&A and restructuring of listed companies, and capital operation of listed companies. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from M&A to restructuring to capital operation开云注册, aiming to maximize corporate value and long-term benefit growth.