1 / 9

Mergers and Acquisitions

Mergers and Acquisitions . Identifying and managing purchased risks . Michael Kelsey Managing Vice President AML Compliance Capital One Bank. Agenda . Pre-bid due diligence Pre-closing work Post-closing/pre-conversion tactical work Strategic integration work. Pre-bid Due Diligence.

zarola
Download Presentation

Mergers and Acquisitions

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Mergers and Acquisitions Identifying and managing purchased risks Michael Kelsey Managing Vice President AML Compliance Capital One Bank

  2. Agenda • Pre-bid due diligence • Pre-closing work • Post-closing/pre-conversion tactical work • Strategic integration work

  3. Pre-bid Due Diligence • Utilization of prepared risk assessment/due diligence program • Business line/legal entity information • High risk areas • Surveillance and SARs • CTRs • OFAC • CIP/CDD/EDD • High risk customer management • Systems and other technology issues • Off shore/nonbank subsidiary analysis

  4. Pre-bid Due Diligence • Documentation review • Unlikely to have access to all reports • Audits • Board reports • Monitoring reports • Organization charts • Non-confidential regulatory documents • Public documents (eg. enforcement actions) • No SARs, examination reports • Onsite strategy • “Divide and conquer” with other areas • Concise evaluation of major risks • Deal killers • Valuation factors • Efficiency opportunities • Major costs

  5. Pre-Closing Work • Deeper inquiries into high risk areas • Partner with IT to analyze system factors • Develop high level plans • Tactical needs to address weaknesses • Strategic work for integration of target into program • Begin analysis of staffing needs and opportunities • Formulate budget

  6. Post-closing/pre-integration work • Careful reading of exam reports, audits, other confidential documents • Cross-review of SARs and closed accounts • “Early wins” on tactical help • SAR filing and investigations • Training • OFAC SME support • FBAR/OFAC blocked property report consolidated filings • Risk assessment completion, audit/exam/MRA remediation

  7. Post-closing/pre-integration work • Extraordinary circumstances • Enforcement orders • Serious cases/investigations • OFAC ‘time bombs” • Surveillance system deficiencies • Staffing deficiencies

  8. Strategic Work • Will target be retained as stand alone bank or charters be merged? • If merged charters, attend to technical matters (TINs on CTRs/SARs, CTR aggregation, etc) • If stand alone, address separate charter/examination matters • Make early decisions on surviving systems and people • Detailed project plans for ingesting target data and/or conversion of systems • Identify any key employees and provide retention incentives, even if not retained post-conversion

  9. Thank you Michael Kelsey Managing Vice President AML Compliance Capital One Bank

More Related