Before Leadership

An outsourced M&A director, without the hire.

Leading a capital transaction — valuing, structuring, negotiating, securing — takes reflexes that come only from volume. You run too few to hold them in-house; for us, it's a full-time profession. We bring them to you, at your side and directly — for the length of your transaction, or over the long run if your trajectory calls for it.

Let's talk about your transactions →
The real problem

M&A expertise is built through repetition.

And rightly so: running the business is your job, not closing deals one after another. But the day a transaction comes, it is heavy, often irreversible — and it lands on top of day-to-day operations, just when the company needs its leaders most. And if, across the table, sits an acquirer who does this all year round, the experience gap weighs on the price as much as on the warranties.

Transactions, without the frequency

You carry out transactions, but not enough to justify a permanent in-house M&A function.

A finance function, on different ground

Your finance function keeps the house in order; a capital transaction, though, falls outside its remit and its time. We bring the sharp expertise, when the moment comes.

An M&A team to reinforce

You already have an M&A function, and it benefits from a senior reinforcement to run a demanding process from end to end.

How we step in

The scope of the engagement.

Outsourced M&A direction covers the full cycle of a transaction, from structuring the process to separation or integration. We carry it out in close coordination with your executive and finance leadership: we prepare the groundwork, we steer, we frame the decisions — which remain your committee's to make.

External growth, build-up.

Structure the function
M&A governance and committee, RACI, playbook (NDA, standard letter of intent, due diligence plan, data room protocol), target pipeline and scoring grid.
Define the strategy
target typology, selection criteria, prioritisation of markets and geographies.
Source and qualify
identifying targets, including discreet or low-profile ones; go/no-go pre-assessment; first strategic and financial analyses; valuation.
Approach and negotiate
first contacts, letters of intent, term sheets; managing third-party advisors (investment banks, specialist firms, sector experts).
Run the due diligence
coordinating the financial, business, technical and organisational workstreams, with your internal experts and our partners.
Prepare the decision
acquisition rationale presented to your strategy committee.
Prepare the integration
synergy assumptions, integration plan and Day-1 workstreams, with your operational leaders.

Non-core assets, geographic divestment, group reorganisation.

Structure the function
sale governance, steering committee and separation office (RACI: seller / divested entity / acquirer), playbook (NDA, process letter, data room, standard letter of intent, TSA template).
Portfolio review
the contribution of each activity (return on capital employed against the cost of capital), strategic fit and “best owner” logic, identification of non-core assets, a divestment thesis per asset.
Define the perimeter
the precise outline of the divested asset (contracts, intellectual property, employees, legal entities), mapping of interdependencies with the remaining group, choice of structure (share or asset sale, partial contribution, demerger).
Prepare the seller's file
carve-out financials (standalone financial statements, shared-cost allocation, stranded costs), normalised EBITDA, vendor due diligence, information memorandum and data room.
Identify and select acquirers
the universe of strategic and financial acquirers, scoring (fit, financing, certainty of closing, regulatory risk), running a competitive process (indicative then binding offers).
Negotiate and prepare the decision
letter of intent, price adjustment mechanism, sale agreement (representations & warranties, earn-out, conditions precedent); rationale presented to your committee.
Execute the separation
a separation plan by function (finance, IT, HR, legal, sales), transitional service agreements (TSAs), Day-1 reviews; for a geographic exit, handling of approvals, licences and local entities.
Before OS

Our proprietary platform, in the service of your M&A function.

Before OS is the platform we put at your service. It takes on the mechanical part — modelling, document production — so our partners' time can go to judgement and to framing the decisions, alongside your executive management. And from one transaction to the next, it keeps your institutional memory — files, assumptions, counterparties already met.

That memory also serves the long run. When the thread holds from one transaction to the next — build-up, recurring divestments — a large part of the engagement is prepared upstream: we anticipate what a one-off intervention would otherwise have to catch up on under pressure. The same expertise, moved upstream.

Let's talk about your transactions.

A first 30-minute conversation to understand your needs.

Book a call — 30 min →