The corporate director’s guide to overseeing deals

A company’s transaction strategy can mean success, survival, or downfall. It’s up to the board to keep the company on the right track

With rising inflation rates, geopolitical uncertainty, continued supply chain interruptions, and a lingering pandemic, deal volume began to slow significantly as 2022 progressed. Navigating this rapidly-evolving market presents a challenge for any business leader. But in any environment, a well-tailored deals strategy will open opportunities. And the current environment still poses a fiercely competitive deals marketplace as companies look to unlock value in new ways.

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US deal volumes

Overseeing deals and your company’s portfolio strategy

Drivers of a deals strategy

  • Which sectors, products, and services are likely to thrive in the current environment?
  • Which basic beliefs around consumer behaviors can we capitalize on?
  • What are the recovery and growth trajectories for targeted markets, in both the short and long term?
  • When it comes to geographic choice, does market opportunity outweigh distance and geopolitical risk?

... read more in the report.

  • What inorganic opportunities would help create growth? What levers are available to create greater value (e.g., channels to market, pricing, supply chain, production, talent)?
  • How could supply chains be reconfigured to emphasize resilience?
  • How can we capitalize on new opportunities with emerging technology?
  • How do we allocate capabilities—outsource versus own?
  • How can we embrace best practices around talent management and revise our approach for the new work environment?

... read more in the report.

  • Are we receiving appropriate return on capital, with the discipline to redeploy if the returns are not there?
  • Should we divest under-returning (or under-performing) businesses?
  • Could we achieve better tax efficiency? Are we monitoring changes and proposed changes in taxation?
  • How can we optimize our debt and capital structure? What sources of capital are best suited for the business model?

... read more in the report.

Best performin companies

The best-performing companies:

  • Plainly articulate the portfolio logic—how ­each business fits with other businesses ­in the portfolio, not just how it performs­ on its own­.
  • Have a multi-year capital allocation plan.­
  • Focus investment on “strategic­ platforms”—existing businesses that­ can grow or new businesses in adjacent ­markets that could help drive growth­.
  • Create a portfolio matrix that lays out an investment thesis—and timeline, where­ appropriate—for each existing business, such as categorizing each as GrowMaintain, Fix, or Exit.

Key questions directors should ask about their company’s portfolio strategy

Portfolio matrix

  • How did management determine the classification for each business in the matrix?
  • How is management addressing any Exit businesses?
  • Are there persistent underperformers in the Fix category that really should be in the Exit category?
  • How realistic is it that management will be able to fix those businesses, and what are the key milestones and timelines?

Strategic platforms

  • Are existing and potential strategic platforms— those businesses that will drive growth—clearly identified?
  • Is there evidence that those businesses have an advantage in the market or can gain an advantage?
  • Do the markets they participate in have clear headroom for profitable growth?

Investment plans

  • For the strategic platforms, is there a defined investment plan—both organic and inorganic—to sustain and extend their advantages?
  • Does the investment plan include both financial investments and an analysis to determine whether there is the right talent to drive the growth plan?
  • Has management identified the type of deals that fit strategically and provided a list of potential acquisitions?

Strategy for different deals

The right acquisition can boost a customer base, increase revenue, and even reduce costs. But making an acquisition is a huge decision for a company. Before taking the plunge the board needs to be confident it’s the right move with the right target. This applies not only to an individual deal, but also to how acquisitions fit into a company’s overall portfolio strategy.

... read more in the report.

Hisotrical US M and A trends

Divestitures can be challenging. A company must identify the business units to be separated, decide on the type of separation, and either develop a standalone operating model and cost structure for that business or prepare it for sale. While these steps may seem straightforward, a divestiture ultimately is a surgical procedure, with a degree of complexity that demands careful planning and caution.

... read more in the report.

US divestiture activity

Strategic alliances and joint ventures (JVs) hold a unique place in the deal universe. Unlike an acquisition that adds a business or a divestiture that eliminates one, an alliance or joint venture allows two or more companies to pursue a shared goal while continuing to operate the other parts of their businesses independently. When considering an alliance or JV, the board should know the broader deal landscape, including market trends and recent actions by competitors, and understand how the move fits into their broader portfolio strategy.

... read more in the report.

Alliances can provide access image

Contact us

Maria Castañón Moats

Maria Castañón Moats

Leader, Governance Insights Center, PwC US

Paul DeNicola

Paul DeNicola

Principal, Governance Insights Center, PwC US

Colin Wittmer

Colin Wittmer

Deals Leader, PwC US

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