交易延迟是新常态。干净的团队是解决之道。（英）

Strategy & Corporate Finance PracticeDeal delays are the new normal. Clean teams arethe fix. Long waits between signing and close threaten value capture. A new generationof clean teams can safeguard information while ensuring successful integration. by Anthony Luu and Kameron Kordestaniwith Steve Santulli Over the past two decades,the path from signing to closing an M&A deal has slowed. Themedian lag has stretched to about 6.4 months—a 25 percent increase compared with about20 years ago. Nearly one in six transactions today requires over a year to close (compared withone in 20 in the early 2000s). Longer “sign to close” periods,often due to regulatory scrutiny,create more uncertainty, make it harder to retain talent, and slow momentum. Perhaps mostimportant, long gaps complicate synergy capture, which can threaten deal value. In this environment, clean teams—once considered a “nice to have” during integration—havebecome a necessity in many deals. In the past, clean teams were used primarily during duediligence to enable acquirers and targets to safely analyze competitively sensitive data and makedecisions relating to valuation, terms, or whether to do the deal at all. Today, companies involvedin M&A continue to use clean teams for due diligence, but they also use them to start criticalsynergy planning months ahead of deal close. Clean teams can help buyers and sellers preventvalue leakage, prepare for day one readiness, and preserve momentum when it matters most(see sidebar, “What is a clean team? A refresher course”). This article describes how M&A has changed in recent years and why clean teams have becomemore important. We share examples of companies that have used them successfully and reviewwhat clean teams do and how their role has evolved in the new M&A landscape. Finally, we distillthe five best practices for making clean teams a source of accelerated value creation. Longer delays between deal signing and closing In most public M&A transactions, there is a gap between when a deal is signed and announcedand when it can close. After signing, shareholders from both companies must approve thecombination, and relevant regulatory authorities are given the opportunity to review thetransaction for potential antitrust concerns. This gap, to be sure, is nothing new. But over thepast two decades, the time between signing and closing has grown significantly (exhibit). What is a clean team? A refresher course A clean team typically consists of five to 15people named by both the acquiring andtarget company, with external advisersforming the backbone, and a smallnumber of internal employees added forinstitutional knowledge. They work under astrict confidentiality framework developedby the parties’ legal counsel. Aclean teamis a neutral body thatworks under strict confidentiality policiesto support companies during variousstages of M&A transactions. For signedtransactions, clean teams enable preclosecollaborative synergy analysis andplanning in areas deemed competitivelysensitive and/or that have antitrustimplications. This typically includesanything that, if shared, could hurt oneparty’s ability to compete should thetransaction not close, including customerinformation, pricing and profitability data,production costs, and utilization data. be shared with leaders outside the cleanteam. This approach puts the parties in thebest position to quantify opportunities andrisks andprepare postclose action planswhile awaiting approval from authoritiesand/or shareholders. It also allowscompanies to prepare stakeholders withinformation about the new entity, includingcustomer communications plans and acompelling long-term growth story. The clean team can share and analyzedetailed, competitively sensitiveinformation. Once an aggregated viewof this information has received legalclearance from both sides of the deal, it can Exhibit<M&AClean>Exhibit <1> of <1> The median time to close M&A deals rose by 25 percent from 2005 through2024, with nearly three times as many taking longer than one year. M&A deals’ average time to close in2005–24,months1 McKinsey & Company McKinsey’s research suggests regulatory scrutinyis a primary cause of the growing lag acrossindustries and geographies. Lengthy regulatory reviews in the United States and Europe, forexample, increased by 50 percent between 2017 and 2022. Broadcom’s acquisition of VMware is a prime example of a significant regulatory delay. The deal,announced in May 2022,1faced intense examination in multiple jurisdictions, including China, theEuropean Union, and the United States, due to concerns over competition in software and chipmarkets. Regulators ultimately approved the transaction, which closed in November 2023 after aroughly 18-month delay.2 Going beyond due diligence Today, amid extended deal timelines, clean teams have shifted from being optional—andoften diligence focused—to being essential. Acquirers continue to utilize clean teams toanalyze competitively