As in any transaction, due diligence of the target manager is a critical component of asset management M&A. Given that they often operate in the same industry and practice, many managers think they are practically experts at what to look for and expect in due diligence in those transactions. The reality, however, is that a unique range of potential issues can arise, many of which can materially impact the deal being negotiated. That issue and others were addressed in a program that featured Willkie Farr partners Benjamin J. Haskin and Jay Spinola. This second article in a two-part series outlines what potential issues can be unearthed in the due diligence process and how those items can affect the transaction terms. The first article detailed common transaction structures and key terms that arise when negotiating the deal documentation, as well as regulatory concerns and the process of obtaining client consents. See our two-part series on legal issues with minority stake transactions: “Negotiation Points for Both Parties and Key Conflicts of Interest to Avoid” (Jul. 23, 2019); and “Important Structural Considerations and Managing Limited Liquidity Options” (Jul. 30, 2019).