{"id":22090,"date":"2021-12-14T09:00:44","date_gmt":"2021-12-14T09:00:44","guid":{"rendered":"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/"},"modified":"2026-01-23T13:16:01","modified_gmt":"2026-01-23T13:16:01","slug":"davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2","status":"publish","type":"blog","link":"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/","title":{"rendered":"Davies Wealth Management M&#038;A Mini Series: Part Four &#8211; Watching out for fraud"},"content":{"rendered":"<p>This fourth and final article in our M&amp;A Mini Series deals with the issue of fraud.\u00a0 In our <a href=\" opinion\/davies-wealth-management-mini-series-part-one-making-ma-work\">first article<\/a>, we went over the two major deal types being used in the market today:<\/p>\n<ul>\n<li>A share deal where the entire company is taken over<\/li>\n<li>An asset deal where on certain accounts and employees are acquired.<\/li>\n<\/ul>\n<p>In the <a href=\" opinion\/davies-wealth-management-mini-series-part-two-what-is-culture-and-why-does-it-matter\">second article<\/a> we addressed the importance of culture, with the <a href=\" opinion\/davies-wealth-management-ma-mini-series-part-three-getting-implementation-right\">third article<\/a> focusing on executing a successful integration.<\/p>\n<p>Now let&#8217;s look at fraud. Why? Acquisitions often cause chaos within an organisation &#8211; and chaos is fraud\u2019s best friend.\u00a0 These frauds normally involve collusion and taking advantage of unclear roles and responsibilities.\u00a0 And of course in some cases, an organisation that has been taken over may already have an ongoing issue with fraud (even although this should have been picked up as part of the due diligence process).\u00a0 Here&#8217;s the dirty dozen you need to consider.<\/p>\n<ol>\n<li><strong>Chaos breeds opportunity <\/strong>Whether it be a share deal or an asset deal, all of a sudden, business as usual (BAU) is no longer so usual.\u00a0 There are new bosses, old bosses, new procedures, old procedures, people coming and people going. \u00a0The environment which was once known and well controlled now becomes a confusing landscape of many moving parts. \u00a0This situation is the perfect storm for fraud to occur.<\/li>\n<li><strong>Not everyone with be happy with the deal <\/strong>As in any change, there will be some people who are very happy about the new landscape and some that are not.\u00a0 This can even go as far as people feeling betrayed and looking to &#8216;get paid&#8217; for all their hard work and loyalty, one way or another. \u00a0\u00a0This is especially true if a number of employees will be let go as a result of the transaction and are essentially working their notices.\u00a0 \u00a0As a buyer, you would hope that your newly acquired organisation and employees will be honest and keep working as they had. Unfortunately, you cannot assume that this will be the case.<\/li>\n<li><strong>Trust, but verify <\/strong>It is important to trust and show that you have faith in the people that are joining the new combined organisation, but you cannot trust <em>blindly; <\/em>this is fair neither to them nor to yourself.\u00a0 From the outset of the acquisition, you must communicate that there will be additional controls and oversight during this period. These additional controls are done to protect both buyer and seller so that if anything untoward should happen, both organisations must share the responsibility of running a clean business.\u00a0 If these controls are not put in place and a fraud, or large error, were to occur, the buyer could be accused of being negligent and the seller of letting, or even making, it happen.<\/li>\n<li><strong>Additional controls <\/strong>The most effective controls for this sort of period are those that mirror those of the buyer&#8217;s entity.\u00a0 That means when there are large transactions, payments and risk sign off, these are done in tandem with people designated by the buying firm.\u00a0 There will be push back and comments such as \u201cyou don\u2019t trust us\u201d or \u201cwe aren\u2019t criminals\u201d &#8211; but once again, this is to protect both buyer and seller.\u00a0 Also check bank reconciliations.\u00a0 I know of one organisation where the payments team had understood that the only items that were investigated were those over 90 days old or over 100K in value.\u00a0 During an outsourcing project that was structured as a sale, the payments team had been promised good bonuses as they worked hard during an integration.\u00a0 The bonuses never materialized, and they ended up paying themselves the bonuses and hiding the amounts in the bank reconciliations. This fraud took years to discover, because so many people were working in concert.\u00a0 These are the most dangerous kind of frauds.<\/li>\n<li><strong>Outsiders see chaos as well <\/strong>This is an area where the communication, transparency and control mantra of our previous <a href=\" opinion\/davies-wealth-management-ma-mini-series-part-three-getting-implementation-right\">third article<\/a> is critical.\u00a0 During the implementation period, many &#8216;bad actors&#8217; will be paying close attention to your merger.\u00a0 It will be during this period where phishing attempts will occur: individuals claiming to be new management will call and try to pressure employees into making payments or divulging sensitive information.\u00a0 All employees should be encouraged to take their time, question requests and not be pressured into any hasty transaction.\u00a0\u00a0 When anything out the ordinary occurs, this should be communicated up the chain of command, it should be shared (made transparent) and then controlled.\u00a0\u00a0 The best defence against these fraudsters is efficient communication and empowered employees who are allowed to \u00a0question situations and act accordingly.<\/li>\n<li><strong>Does fraud already exist in the new organisation? <\/strong>If a fraud is already in existence in the newly acquired company, it is rather difficult to unearth.\u00a0 One of things I would do at the very outset of these periods was &#8211; literally &#8211; to &#8216;walk the parking lot&#8217;.\u00a0 Why so?\u00a0 To see whether employees had cars that were in line with their stated compensation.\u00a0 Of course, you will find the occasional car nut that spends all of their money on cars but sometimes (whether it be cars, holidays, jewellery or handmade shoes) people who take money like to spend it.\u00a0 Other behaviours to look out for are teams that never transfer people in or out of their department or are very protective of their turf and even aggressive if asked to explain or show their different control procedures and checks.\u00a0 In one particular case I worked on, 30 employees out of 120 were working in concert to defraud the bank.\u00a0 And the head of the department was very, very proud of his hand-made shoes.\u00a0 Of course it would be ideal to have a top to bottom audit of any new operation acquired but this is rarely possible in that there is a need for speed in most integrations.\u00a0 Although unpleasant, new management has to do a thorough top to bottom review of every department and of all controls.\u00a0 People will not like it but it is what will protect both parties if there is an eventual issue.<\/li>\n<li><strong>What to do if you find a fraud\u00a0 <\/strong>If you uncover a fraud, it must be escalated immediately, and a dedicated team needs to be assigned in order to get to the bottom of it.\u00a0 This is not something that can be done part-time.\u00a0 Needless to say, it must be done by trusted employees and, unfortunately, only people from the buying party should be involved.\u00a0 Although the acquired company may actively want to help (and they can, by answering questions) they cannot be in the investigation itself: if any evidence were not to be found or &#8216;lost&#8217;, even the most honest of the new employees may be suspected of collusion.\u00a0 This dedicated fraud team, should update management daily and propose courses of action.<\/li>\n<li><strong>How to communicate <\/strong>Once the fraud has been found out and the investigations begin, staff of the affected areas need to be informed of the issue and that they will be interviewed in due course. It goes without saying, that all employees should feel free to offer information and those who have nothing to hide should not fear any ramifications.\u00a0 Updates on the investigations will be made as and when there is something to report.<\/li>\n<li><strong>Procedure is your friend\u00a0 <\/strong>During this period, slow down.\u00a0 Follow procedures to the letter.\u00a0 This puts every transaction under a microscope and vetted until released.\u00a0 Whether these are trades, accounting entries, or payments, frauds are all based on exploiting weaknesses in the system.\u00a0 Follow procedures and question anything that strays from the norm.\u00a0 This is the only way to ensure that business going forward stays clean.<\/li>\n<li><strong>Take your time\u00a0 <\/strong>Once the fraud is discovered, put in the controls to stop the fraud and then take your time to go through issue thoroughly and look at all of what is around it.\u00a0 This includes culture, familial ties etc.<\/li>\n<li><strong>When you think it is over, it never is\u00a0 <\/strong>One of the big reasons you need to take your time, is that once you think you have reached the end of your investigation, the end moves down the road.\u00a0 Sadly, I have never worked on one of these cases that was finished with what was on the surface.\u00a0 What normally tips us off that a fraud is occurring is just the very tip of an iceberg.\u00a0 If you think you have reached the end of your investigation, present your findings to a colleague and then brainstorm what other issues could have happened in this situation.\u00a0 There are also specialised firms that can be brought in for these situations.<\/li>\n<li><strong>How to use this as an example\u00a0 <\/strong>Once the investigations is over \u2013 and it will be over one day \u2013 you must not waste this opportunity to communicate this to your organisation.\u00a0 This is a golden opportunity (good <em>can<\/em> come out of this) to tell your employees what happened, what sanctions were taken and what values are important for the organisation and what we expect from all our employees.\u00a0 By communicating the issue, by being transparent about what happened and putting the controls necessary in order to avoid the issue in the future, your new employees with see that not only have they joined a professional organisation but also one the &#8216;walks the talk&#8217; of corporate values and communication.<\/li>\n<\/ol>\n<p>This concludes our Davies Asset &amp; Wealth Management Mini Series on how to succeed in M&amp;A.\u00a0 We looked at different deal structures, the importance of getting the corporate culture right, the importance of a successful integration and finally the danger of fraud during these periods of transition.\u00a0 Whatever stage you&#8217;re at in your M&amp;A journey, we are experts with rich professional experience in wealth management and private banking, as well as leadership and culture, and financial crime and fraud prevention, across all parts of financial services.<\/p>\n<p>If you would like advice on any aspect of your preparation or execution of your next transaction, please contact us.<\/p>\n<p>You can also catch up with the rest of the series below:<\/p>\n<ul>\n<li><a href=\" opinion\/davies-wealth-management-mini-series-part-one-making-ma-work\">Davies Wealth Management M&amp;A Mini-Series: Part One &#8211; Making M&amp;A Work<\/a><\/li>\n<li><a href=\" opinion\/davies-wealth-management-mini-series-part-two-what-is-culture-and-why-does-it-matter\">Davies Wealth Management M&amp;A Mini-Series: Part Two &#8211; What is culture and why does it matter?<\/a><\/li>\n<li><a href=\" opinion\/davies-wealth-management-ma-mini-series-part-three-getting-implementation-right\">Davies Wealth Management M&amp;A Mini-Series: Part Three \u2013 Getting Implementation Right<\/a><\/li>\n<\/ul>\n","protected":false},"excerpt":{"rendered":"<p>Acquisitions often cause chaos within an organisation. And chaos is fraud\u2019s best friend.<\/p>\n","protected":false},"featured_media":21331,"parent":0,"menu_order":0,"template":"","format":"standard","meta":{"_acf_changed":false},"practices":[70,33],"industries":[103],"capabilities":[109],"class_list":["post-22090","blog","type-blog","status-publish","format-standard","has-post-thumbnail","hentry"],"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v25.8 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>Davies Wealth Management M&amp;A Mini Series: Part Four - Watching out for fraud - Davies<\/title>\n<meta name=\"description\" content=\"Davies Wealth Management M&amp;A mini series article on why acquisitions cause chaos within an organisation - and chaos is fraud\u2019s best friend.\u00a0\" \/>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Davies Wealth Management M&amp;A Mini Series: Part Four - Watching out for fraud - Davies\" \/>\n<meta property=\"og:description\" content=\"Davies Wealth Management M&amp;A mini series article on why acquisitions cause chaos within an organisation - and chaos is fraud\u2019s best friend.\u00a0\" \/>\n<meta property=\"og:url\" content=\"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/\" \/>\n<meta property=\"og:site_name\" content=\"Davies\" \/>\n<meta property=\"article:modified_time\" content=\"2026-01-23T13:16:01+00:00\" \/>\n<meta property=\"og:image\" content=\"https:\/\/davies-group.com\/consulting\/wp-content\/uploads\/2023\/10\/MA-Part-Four-2.jpg\" \/>\n\t<meta property=\"og:image:width\" content=\"1105\" \/>\n\t<meta property=\"og:image:height\" content=\"287\" \/>\n\t<meta property=\"og:image:type\" content=\"image\/jpeg\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:label1\" content=\"Est. reading time\" \/>\n\t<meta name=\"twitter:data1\" content=\"8 minutes\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\/\/schema.org\",\"@graph\":[{\"@type\":\"WebPage\",\"@id\":\"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/\",\"url\":\"https:\/\/davies-group.com\/consulting\/blog\/davies-wealth-management-ma-mini-series-part-four-watching-out-for-fraud-2\/\",\"name\":\"Davies Wealth Management M&A Mini Series: Part Four - 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