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The Pre-Deal Phase of Mergers and Acquisitions: A Review and Research Agenda

Xena Welch, Stevo Pavićević, Thomas Keil, and Tomi Laamanen · Journal of Management, 2020 · Journal of Management, vol. 46, no. 6, pp. 843-878 (open access)

Strategy & readinessSourcing & targetsReaders who want the scholarly map of everything before signing
Why it is on the shelf. The authoritative review of the pre-deal phase, six themes from initiation through closure, and the scholarly twin of this shelf’s post-merger integration review: together they map the whole journey the way the research actually sees it.

The Institute's reading

Welch and colleagues synthesize the fragmented research on deal initiation, target selection, bidding and negotiation, valuation and financing, announcement, and closure. Two findings deserve an owner’s attention: the documented power of executive motives, compensation, status, overconfidence, in starting deals that should not start; and the field’s candid admission that due diligence, the phase practitioners treat as decisive, is surprisingly under-researched, with efforts that frequently fail to detect negative information about the target.

The Institute’s reading: this is the academic backbone for the site’s heaviest emphasis: the decisions before the letter of intent are where value is won or lost, and the pressures that corrupt them are systematic rather than personal. The escalation dynamics it documents, commitment building as processes accelerate, are exactly what the Readiness Diagnostic’s motive questions and the five-day-LOI judgment line exist to interrupt.

Key propositions

  • Deal initiation is driven by executive motives as much as strategy; knowing which is operating is the first diligence.
  • Due diligence frequently fails to surface negative information; treat it as fallible and design around that.
  • Escalating commitment builds through the pre-deal process; the defenses must be installed before it starts.

In practice

  • Audit your own initiation motive in writing before the process builds momentum that will do the arguing for you.
Acquisition Conciergeorientation · not legal, tax or valuation advice
Happy to dig into it. What would you like to pressure-test from The Pre-Deal Phase of Mergers and Acquisitions: A Review and Research Agenda: one of its propositions, how it applies to your situation, or where it disagrees with the rest of the shelf?