Fewer Loose Lips in Current M&A Market

Stricter regulation, improved technology and an overall lull in M&A volume have allowed dealmakers to maintain more confidentiality, study says

There may be a silver lining to the paranoia that flared up among dealmakers in the wake of a recent insider trading scandal at accounting firm KPMG LLP, in which prosecutors filed criminal charges against senior executive Scott London on April 11 after he admitted passing on stock tips about clients in exchange for cash.

A recent report shows that while M&A practitioners have been known to deliberately leak information on a pending transaction, whether it was to spike up premiums or sabotage bid discussions altogether, the days of doing so are becoming few and far between.

According to technology services provider Intralinks Holdings Inc. (NYSE: IL) and the M&A research center at Cass Business School in London, improvements in the technology that bankers use, as well as an overall lull in M&A volume, have contributed to a more discreet market.

The report comes amid intense investigations on the part of authorities to crack down on insider trading and continuing scrutiny of audit firms like KPMG that failed to rein in large banks and securities firms in the years leading up to the 2008 economic downturn.

New York-based Intralinks perused more than 4,000 transactions with price tags between $100 million and $2 billion from 2004 through 2012. They found that leaked deals dropped to 7 percent during in 2010 through 2012 from a peak of 11 percent during 2008 and 2009.

The report also concluded that more deal professionals are maintaining confidentiality these days because they are spooked by the threat of a deal failing to close, should information leave the negotiating table.

The study found that on average leaked deals took more than a week longer to close than those that did not leak. In addition, in the last two years, leaked deals were 9 percent less likely to actually be completed than deals that were not leaked.

Cross-border specialists need to be particularly cautious, because a geographic breakdown shows that leaks are 14 percent more likely to occur across European Middle East and Africa, compared with 7 percent in the U.S. In the U.K., tighter regulation helped reduce leaked deals to 13 percent in 2010 through 2012 from a peak of 22 percent in 2004 through 2007.

With fewer deals getting done, "there are fewer places to hide," says Scott Moeller, a director of M&A research at Cass. (For more on the decrease in transactions, see "Q1: Volume Down, Value Up" from our May 2013 issue.)

"It's analogous to a single car speeding on a quiet road, which is more likely to get pulled over than a car on a busy road where everyone is speeding," he says.

For more information on related topics, visit the following: