Cracking the source code on software and AI due diligence for M&A

This is the debut episode in our "Quarterback the Quarter" series, brought to you by the Merge with Caution Podcast, a show dedicated to helping M&A deal teams and advisors execute their deals more effectively and efficiently.This quarterly series brings together market leaders in M&A insurance brokerage, M&A underwriting and M&A technology to explore market highlights, deal trends and emerging patterns in M&A risk management. Hosted by Rob Cant, Co-Founder and CEO of SingleSource Technologies, this episode features guests Luke Sutton, Head of Transactional Risk for the MEA region at Marsh and Sam Whiteman, Head of International Transaction Liability at Mosaic Insurance.The conversation uses proprietary data as talking points to dissect global deal activity, regional variations, insurance and risk management trends and predictions for Q4 and beyond, providing listeners with granular insights into M&A deal-making trends.

In this episode of Merge with Caution, host Rob Cant interviews Al Zucker, a corporate lawyer turned M&A powerhouse who executed over 40 deals in just 36 months. Al shares his experiences and insights on programmatic M&A, discussing the unique challenges and strategies involved in high-volume deal-making. He explains the mindset shift required when moving from traditional to programmatic M&A, the importance of systematizing processes, and why due diligence remains crucial even in fast-paced environments. Al also emphasizes the value of consistency in team, process, and feedback for continual improvement in M&A execution. Whether you're a seasoned professional or new to M&A, this episode offers practical advice for elevating your deal-making strategy.

In this episode of the Merge with Caution Podcast, Rob Cant (Co-Founder and CEOof SingleSource Technologies) welcomes insurance industry veteran, SimonDodsworth (Head of Specialties, Senior Vice President at Lockton), to get to theheart of the “how?”, the “why?” and the value of undertaking insurance due diligenceon M&A deals.Key takeaways include:- The change of control / ownership of a target company will usually have animpact on the insurance profile of that business. Both in terms of the availability (and terms of) cover and its cost, particularly if a target is being disentangled from a corporate group with a mature / sophisticated insurance program that the target will no longer benefit from.- Any such changes can result in a material change to:the cost of insuring the target business;the extent to which coverage will be available; and/orthe steps to be taken (and associated costs to be incurred) to maintain the required level of insurance.- The typical cost of an insurance program to a mature business represents a material proportion of a company’s operating expenses. As a result, changes to the cost of procuring insurance will usually result in a significant impact on the enterprise value of the company.- These business critical implications are only likely to be picked-up by undertaking due diligence by expert insurance advisors. While legal due diligence can sometimes cover the review of policy documents, it will not cover the commercial implications of the deal on the terms of the prospectivecover.- The cost of undertaking insurance due diligence by an insurance broker can be surprisingly low relative to its value (often subsidised by the other business lines provided by the broker).- Insurance diligence can serve as a proxy for evaluating the target company’s management’s approach to risk and operations, uncovering additional useful datapoints to assess a target’s risk profile.Contact information:Lockton: www.lockton.comSimon Dodsworth can be contacted at [email protected] and hisLinkedIn profile is: https://www.linkedin.com/in/simon-dodsworth/SingleSource Technologies: www.sisotechnologies.comRob Cant can be contacted at [email protected] and his LinkedIn profile is:https://www.linkedin.com/in/rob-cant/

In the hustle of deal-making, cyber diligence is often a last thought or a quick tick box exercise. But in today's world of hacking scandals and cancel culture, neglecting cyber risks can hit hard on M&A deal values. Join host Rob Cant and cyber gurus Annie Haggar (Founder and Principal of Cyber GC / MRGD) and Remy Coll (Director and Principal Consultant at Redacted Information Security / MRGD) as they unpack the ins and outs of cyber diligence on M&A deals.Key Takeaways:How to scope and when to execute cybersecurity diligence efficiently?Overview of the cybersecurity due diligence process. Why is cyber diligence essential today in all M&A deals no matter how small?How cyber predators use rumours of an acquisition to prey on potential target companies? Common misconceptions about cyber risk and cyber diligence in the context of M&A.Several real-life examples highlighting the costs of ignoring cyber risks early in your diligence process.

In this episode of the Merge with Caution Podcast, Matt Van Itallie, Founder and CEO of SEMA Software joins host Rob Cant, Founder and CEO of SingleSource Technologies to talk about how and why some of the most sophisticated investors undertake source code due diligence, including in relation to GenAI code, in the context of their M&A deals. Matt breaks down for the audience the key risks to look out for - and how to do that - as part of a fulsome functional and non-functional technical diligence exercise.

In this episode, Rob dives deep into the world of transactional risk insurance with David and Alex, dissecting the intricacies of W&I insurance and shedding light on the findings of HWF's recent W&I Market Claims Study.