Roles & Responsibilities in M&A

Clear roles and responsibilities across Corporate Development and functional partners are critical for M&A success. Ambiguity leads to dropped balls, duplicated effort, and failed integrations. Well-defined RACI matrices ensure accountability and coordination.

RACI Framework

RACI = Responsible, Accountable, Consulted, Informed

• Responsible: Does the work
• Accountable: Ultimately answerable for completion (only one A per activity)
• Consulted: Provides input before decisions
• Informed: Kept updated on progress

Core M&A Team Roles

SVP/VP Corporate Development

Primary Responsibilities:

• Set M&A strategy and priorities
• Manage Investment Committee process
• Own key deal relationships (CEO-to-CEO engagement)
• Approve all Gate 1/2 decisions
• Present to Board on M&A activities
• Build corp dev team and talent

Typical Activities:

• Weekly: Pipeline reviews, deal sponsor meetings, banker/advisor calls
• Monthly: Leadership pipeline review, IC presentations
• Quarterly: Board updates, strategy refresh

Success Metrics:

• Deals closed (# and $)
• IRR vs. targets
• Pipeline health (# active, conversion rate)
• Team development

Director/Sr. Manager Corporate Development

Primary Responsibilities:

• Lead deal execution (end-to-end ownership of 2-4 active deals)
• Build financial models and valuations
• Manage diligence workstreams
• Draft IC presentations and board materials
• Coordinate with functional partners
• Mentor associates and analysts

Typical Activities:

• Daily: Deal execution, functional partner coordination, model updates
• Weekly: Deal sponsor updates, team meetings, diligence check-ins
• Monthly: IC prep, new deal sourcing

Success Metrics:

• Deals closed
• Quality of analysis and presentations
• Diligence thoroughness
• Cross-functional collaboration

Manager/Associate Corporate Development

Primary Responsibilities:

• Support deal execution (analysis, modeling, diligence)
• Build financial models under director supervision
• Conduct target research and outreach
• Draft memos, presentations, and analysis
• Manage deal logistics (data rooms, meetings, trackers)
• Own specific diligence workstreams

Typical Activities:

• Daily: Financial modeling, analysis, research
• Weekly: Deal updates, outreach activities, diligence tasks
• As needed: IC deck building, memo writing

Success Metrics:

• Quality and timeliness of analysis
• Modeling accuracy
• Research thoroughness
• Contribution to deal success

Analyst Corporate Development

Primary Responsibilities:

• Research and analysis support
• Financial model building and maintenance
• Pipeline tracking and CRM management
• Meeting coordination and materials preparation
• Data room organization
• Administrative support

Typical Activities:

• Daily: Model updates, research tasks, pipeline tracking
• Weekly: Team meeting prep, materials compilation
• As needed: Ad hoc analysis and research

Success Metrics:

• Accuracy and reliability
• Research quality
• Responsiveness
• Learning and development

Functional Partner Roles

Finance

Primary Responsibilities:

• Financial diligence (quality of earnings, working capital)
• Accounting treatment and purchase price allocation
• Pro forma financial modeling review
• Integration of financial systems and reporting
• Synergy validation and tracking

Key Contacts: CFO, Corporate FP&A, Controller, Treasury

Engagement Timing:

• Gate 2: Initial valuation review
• Gate 3: IC presentation review
• Gate 4: Lead financial diligence
• Post-Close: Financial integration, synergy tracking

RACI Example: Financial Diligence

• Responsible: Finance team (execute QofE, WC analysis)
• Accountable: CFO
• Consulted: Corp Dev (deal context, strategy)
• Informed: CEO, IC

Legal

Primary Responsibilities:

• Legal diligence (contracts, IP, litigation, compliance)
• Negotiate definitive agreement and ancillary documents
• Regulatory filings (HSR, foreign approvals)
• Employment agreements and retention packages
• Close execution (signing, escrow, wire transfer)

Key Contacts: General Counsel, M&A Counsel, Compliance

Engagement Timing:

• Gate 2: Preliminary legal review
• Gate 3: LOI drafting and review
• Gate 4: Lead legal diligence, draft definitive agreement
• Gate 5-6: Negotiate and execute closing

RACI Example: Definitive Agreement

• Responsible: Legal (draft and negotiate)
• Accountable: General Counsel
• Consulted: Corp Dev, CFO (business terms)
• Informed: CEO, Board

HR / People

Primary Responsibilities:

• People/culture diligence (org structure, compensation, retention risks)
• Retention and severance planning
• Benefits and compensation harmonization
• Communication planning (internal and external)
• Integration of HR systems and policies

Key Contacts: CHRO, Talent Acquisition, Comp & Benefits, HR Business Partners

Engagement Timing:

• Gate 2: Preliminary org and comp review
• Gate 4: People diligence, retention planning
• Post-Close: Employee integration, retention tracking

RACI Example: Retention Planning

• Responsible: HR (design packages, negotiate with key employees)
• Accountable: CHRO
• Consulted: Corp Dev, BU leaders (who to retain)
• Informed: CFO, CEO

IT / Technology

Primary Responsibilities:

• Technical diligence (infrastructure, cybersecurity, tech debt)
• Systems integration planning and execution
• Cybersecurity assessment
• Data migration and consolidation
• Vendor/software rationalization

Key Contacts: CIO, CTO, CISO, IT Infrastructure, Application teams

Engagement Timing:

• Gate 2: High-level tech stack review
• Gate 4: Deep technical diligence
• Post-Close: Systems integration execution

RACI Example: Systems Integration

• Responsible: IT (execute migration, consolidation)
• Accountable: CIO
• Consulted: Corp Dev (timeline, budget), business users
• Informed: CFO, Steering Committee

Operations / Business Units

Primary Responsibilities:

• Commercial diligence (customers, products, market)
• Operational diligence (processes, facilities, supply chain)
• Synergy identification and quantification
• Integration planning and execution
• Post-close performance accountability

Key Contacts: COO, BU Presidents, Sales, Product, Operations leaders

Engagement Timing:

• Gate 1-2: Strategic fit assessment
• Gate 3: Synergy validation for IC
• Gate 4: Commercial and operational diligence
• Post-Close: Integration execution, synergy delivery

RACI Example: Synergy Delivery

• Responsible: BU leaders (execute initiatives)
• Accountable: COO or BU President
• Consulted: Corp Dev (original business case), Finance (tracking)
• Informed: CEO, Board

RACI Matrix: M&A Process

Legend:

• A = Accountable (only one per activity)
• R = Responsible (does the work, can be multiple)
• C = Consulted (provides input)
• I = Informed (kept updated)
• - = Not involved

Organizational Models

Model 1: Centralized Corp Dev

Structure: Central corp dev team reports to CFO or CEO, no dedicated BU M&A teams

Pros:

• Consistent process and standards
• Centralized expertise
• Resource efficiency
• Clear accountability

Cons:

• May lack deep BU/industry expertise
• Potential disconnect from business operations
• Slower for high-volume bolt-on programs

Best For: Companies with <5 deals/year, transformational deals, limited M&A activity

Model 2: Hybrid (Central + BU Embedded)

Structure: Central corp dev team sets strategy/standards, BU teams execute bolt-ons

Pros:

• Deep industry/BU expertise in deal teams
• Speed for bolt-on acquisitions
• Central oversight and governance

Cons:

• Coordination complexity
• Potential for inconsistent process
• Higher headcount

Best For: Multi-business companies, high deal volume (>5/year), mix of transformational and bolt-on deals

Model 3: Fully Decentralized

Structure: M&A embedded in each BU, minimal central coordination

Pros:

• Maximum BU alignment and speed
• Deep industry expertise

Cons:

• Inconsistent standards and process
• Duplicated infrastructure
• Difficulty with cross-BU deals
• Weak overall M&A governance

Best For: Conglomerates, PE portfolio companies (each with own corp dev)

Team Sizing Guidelines

Small Company ($500M-$2B Revenue, 1-2 Deals/Year)

Corp Dev Team: 1-2 FTE

• 1 VP/Director
• 1 Associate/Analyst (optional)

Functional Support: Part-time from Finance, Legal, HR, IT (10-20% allocation during active deals)

Mid-Sized Company ($2-10B Revenue, 3-5 Deals/Year)

Corp Dev Team: 3-5 FTE

• 1 SVP/VP
• 1-2 Directors/Sr. Managers
• 1-2 Associates/Analysts

Functional Support: Dedicated resources during diligence (50%+ allocation), integration specialists

Large Company (>$10B Revenue, 6+ Deals/Year)

Corp Dev Team: 6-10+ FTE

• 1 SVP
• 2-3 VPs/Directors (sector specialists)
• 3-4 Managers/Associates
• 1-2 Analysts
• 1 Integration Lead

Functional Support: Dedicated M&A resources in Finance, Legal, HR, IT (full-time or >50% allocation)

Functional Partner Engagement Model

Pre-LOI (Gate 1-3)

Light Touch Engagement

• Finance: Valuation sanity check (2-4 hours)
• Legal: NDA review, preliminary IP check (2-4 hours)
• HR: High-level org/comp review (1-2 hours)
• IT: Tech stack overview (1-2 hours)
• BU/Ops: Strategic fit validation (4-8 hours)

Total Functional Partner Time: 10-20 hours

Diligence (Gate 4)

Deep Engagement

• Finance: Quality of earnings, working capital, tax (100-200 hours)
• Legal: Full legal diligence, agreement drafting (150-300 hours)
• HR: People diligence, retention planning (50-100 hours)
• IT: Technical diligence, integration planning (50-150 hours)
• BU/Ops: Commercial diligence, synergy validation (100-200 hours)

Total Functional Partner Time: 450-950 hours (3-6 person-months)

Post-Close (Integration)

Heavy Engagement (Months 1-12)

• Finance: System integration, synergy tracking (200-400 hours)
• Legal: Contract migration, compliance (50-100 hours)
• HR: Employee integration, retention execution (100-200 hours)
• IT: Systems migration, infrastructure consolidation (400-800 hours)
• BU/Ops: Integration execution, synergy delivery (500-1000 hours)

Total Functional Partner Time: 1,250-2,500 hours (8-15 person-months)

Escalation Paths

Issue Escalation Framework

Level 1: Deal Team

• Issues: Day-to-day execution, routine decisions
• Resolution: Deal sponsor (Director/VP) decides

Level 2: SVP Corp Dev + Functional Leader

• Issues: Cross-functional conflicts, diligence findings requiring expertise
• Resolution: SVP Corp Dev + relevant functional SVP (CFO, GC, CHRO, CIO)

Level 3: Investment Committee

• Issues: Material deal terms, go/no-go decisions, valuation changes
• Resolution: IC meeting (may be ad hoc call if urgent)

Level 4: CEO / Board

• Issues: Strategic shifts, competitive situations, deal breaks
• Resolution: CEO decision (or board if threshold exceeded)

Example Escalation:

Issue: Diligence uncovers customer concentration risk
(Top customer = 40% of revenue vs. 15% expected)

Level 1: Deal team identifies issue → escalate
Level 2: SVP Corp Dev + CFO + COO discuss implications
  → Decision: Require 20% price reduction or walk
Level 3: Bring to IC with recommendation
  → IC approves renegotiation with max price of $X

Common Roles & Responsibilities Issues

❌ Problem 1: No Clear Deal Owner

Symptom: Multiple people "helping" but no one accountable

Solution: Assign one deal sponsor (Director/VP level) with clear accountability for outcomes

❌ Problem 2: Functional Partners Not Engaged Early

Symptom: Legal/Finance/IT surprised at IC or diligence, raise concerns too late

Solution: Engage at Gate 2, get buy-in before LOI, include in IC pre-wires

❌ Problem 3: Too Many Cooks

Symptom: 15 people on every call, slow decision-making

Solution: Core deal team (3-5 people), pull in functional partners as needed, not for everything

❌ Problem 4: Functional Partners Too Busy

Symptom: "Finance/Legal/IT can't support this deal, too many other priorities"

Solution: Annual resource planning for M&A, prioritize deals, external advisors if needed

❌ Problem 5: No Integration Ownership

Symptom: Great deal, poor execution post-close

Solution: Assign integration leader pre-close, dedicated IMO team, BU accountability for synergies

Key Takeaways

1. Clear accountability matters - RACI matrices prevent dropped balls and duplicated effort
2. Corp Dev leads, partners support - Corp Dev owns process, functional partners bring expertise
3. Engage partners early - No surprises at IC or diligence, pre-wire at Gate 2
4. Right-size the team - 1-2 FTE for 1-2 deals/year, 6+ FTE for 6+ deals/year
5. One deal sponsor - Single point of accountability for each transaction
6. Escalation paths - Clear process for resolving issues at appropriate level
7. Integration ownership - Assign pre-close, dedicated resources, measure outcomes
8. Organizational model - Choose centralized, hybrid, or decentralized based on deal volume and complexity

Related Resources

• M&A Operations Overview - Complete operations framework
• Corporate Development Team Structure - Org design for corp dev
• M&A Team Roles & Responsibilities - Detailed role descriptions
• Meeting Cadence & Governance - Coordination meetings
• Value Creation Planning - Integration ownership