Rodrigo Dominguez Sotomayor, Partner at White & Case LLP
Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed.
Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing.
What You’ll Learn In This Episode:
Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected.
Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against.
Members get access before the episode goes public. → Access inside the Intelligence Hub — members only.
This episode is sponsored by DealRoom
Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control. request your demo today: https://hubs.ly/Q03ZMvQX0
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[00:04:26] Rodrigo's background: 25 years across Latin America M&A
[00:06:57] How a cross-border acquisition actually starts
[00:10:17] Bilateral deals and family-owned businesses
[00:12:52] Reading the room: when not to push on numbers
[00:14:12] The billion-dollar deal that fell apart over 2%
[00:20:02] Antitrust consent regimes across LatAm
[00:29:49] The union leader story
[00:27:14] Labor, employment, and statutory severance
[00:34:04] Reps & warranties insurance: now standard in LatAm
[00:38:44] Auction vs. bilateral: the 80/20 split
[00:44:01] FinTech opportunity in Latin America
[00:48:05] NVCA forms and deal documentation
[00:52:48] Post-close integration: what actually determines success
[00:55:51] Craziest Thing in M&A
Booz Allen Hamilton didn't build one of the most active acquisition programs in federal tech by waiting for banker inbounds. They built it by showing up years before anyone else.
Chrissy Cox has built Booz Allen's corporate development function from scratch and done it twice. Her team was named Deal Team of the Year by the Association for Corporate Growth, and under her leadership, roughly 80% of their acquisitions come from companies they already have a relationship with. That's not luck, it's a system.
In this episode, she breaks down exactly how that system works — from pipeline development to cultural diligence to integration ownership — and what most corp dev teams get wrong before they ever get to LOI.
This episode is sponsored by M&A Science Intelligence Hub
If you’re trying to move from cold outreach to genuine relationship-building with targets, the Intelligence Hub has the Partner-First Acquisition Evaluation Playbook — a practitioner-built framework for structuring pre-acquisition partnerships, evaluating targets through the lens of existing relationships, and moving from partner to acquirer with conviction. Become an M&A Scientist at www.mascience.com/membership
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This episode is also sponsored by DealRoom
The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress.
Request a Demo today: https://hubs.ly/Q03ZMvQX0
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[00:00:00] Intro
[00:04:20] Chrissy Cox’s path into M&A
[00:05:04] Building Booz Allen’s corp dev function
[00:10:32] How Booz Allen builds a proprietary deal pipeline
[00:15:08] The partner-first approach to acquisitions
[00:20:31] When founders should consider selling
[00:23:49] Why culture can kill a great deal
[00:29:40] Carve-out lessons from the PAR Government deal
[00:33:24] Why founders should hire bankers
[00:43:43] Integration: protect the secret sauce
[00:48:01] The biggest mistakes in corporate development
[00:49:33] The craziest thing about M&A
Nathan Rust, Senior VP of Corporate Development, Salas O'Brien
Salas O'Brien has completed 30+ mergers with a 100% success rate and 93% cumulative leadership retention.
That doesn't happen by accident.
Nathan Rust, Senior VP of Corp Dev, explains the system behind those numbers. He shares how they screen bad fits on the first call, why their CEO meets every employee from acquired firms, and how a founder-driven sourcing flywheel attracts inbound deals.
In this episode: You’ll learn how they screen 200+ opportunities a year down to the ones worth closing, why their initial diligence list is 10 questions, how reverse due diligence works as a real screening tool, and what CEO-led integration meetings mean for retention.
The core argument: Cultural fit isn't a soft metric. Believe it or not, it's the primary filter for deals. EBITDA tells you what you're buying, but people tell you whether it survives.
If you run corp dev at a people-intensive business and wonder why your post-close retention doesn't match your pre-close promises, this episode is for you.
This episode is sponsored by M&A Science
If you're struggling to retain founder-led leadership teams post-close, the Hub has frameworks for cultural integration and leadership retention to help you actually deliver on what you promised at signing. Get access at www.mascience.com/membership
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This episode is also sponsored by DealRoom
The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress.
Request a Demo today: https://hubs.ly/Q03ZMvQX0
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[00:04:40] Nathan's Background & How It Shaped His M&A Philosophy
[00:09:25] Why People Are the Primary Deal Filter
[00:11:23] The Three Screening Criteria on Every First Call
[00:16:51] Earnouts, Equity Rollover, and Employee Ownership
[00:21:21] Deal Sourcing: Employee Referrals, Buy-Side Reps, Direct Outreach
[00:33:37] How Introductory Calls Actually Run (And Why They're 90% Personal)
[00:42:10] The 10-Question Diligence List & Reverse Due Diligence
[00:47:50] Valuation Philosophy — Fair Offers, No Retrading
[00:51:10] ESOP Deal Complexity & The Charlotte Deal Story
[00:55:00] Integration: Why the CEO Meets Every Employee
[00:57:44] The Craziest Thing in M&A
Mauro Sambati, Partner – Gianni & Origoni
Donato Romano, Partner – Gianni & Origoni
Italy remains one of Europe’s most attractive markets for foreign investment. But cross-border deals in Italy are shaped by regulatory scrutiny, strict labor laws, and unique cultural dynamics that many investors underestimate.
In this episode, Mauro Sambati and Donato Romano, Partners at Gianni & Origoni, explain what it truly takes to structure and close successful transactions in Italy.
This episode offers a practical perspective for M&A leaders navigating complex decisions where clarity and conviction matter as much as valuation.
Listen to the full episode to learn how strategic focus can define billion-dollar outcomes.
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If you're structuring a cross-border deal in Europe, the Hub has practitioner-built playbooks and AI-assisted deal guidance to help you navigate regulatory clearance sequencing, minority governance, and founder transition dynamics. Become an M&A Scientist at www.mascience.com/membership
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This episode is also sponsored by DealRoom
DealRoom's State of M&A Report gives you data to back up your M&A priorities.
The State of M&A Report reveals the gap between what teams think matters and where the real bottlenecks are.
Download it now to get expert insights: https://hubs.ly/Q03ZxRvD0
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[00:02:59] Guest Backgrounds & Italian Legal Market – Introduction to the partners at GOP and how Italy’s full-service law firms support cross-border buyers.
[00:08:47] Lessons from Early Cross-Border Deals – Why negotiation strategy, communication, and cultural awareness matter more than technical drafting.
[00:11:03] Golden Power Regulations Explained – How Italy’s FDI regime works, what sectors trigger review, and how geopolitical shifts expanded scrutiny.
[00:17:40] Managing Regulatory Risk & Deal Timing – Practical steps for foreign buyers to navigate filings, conditions precedent, and approval timelines.
[00:21:54] Cultural Differences in Buyer Behavior – How Japanese, Korean, UK, and US acquirers differ in speed, hierarchy, and decision-making.
[00:29:46] Common Pitfalls for US Buyers in Italy – Employment law constraints, founder influence, and the risks of moving too fast post-acquisition.
[00:35:40] Deal Sourcing in Italy – The shift from investment bank–led processes to lawyer-driven origination and evolving private equity activity.
[00:42:20] Lockbox vs. Closing Accounts – How Italian deal structures have evolved, why private equity favors lockbox, and the mechanics behind each method.
[00:48:50] Earnouts & Governance Tensions – Structuring short-term earnouts, aligning incentives, and balancing control with seller protections.
[00:57:35] Labor Law & Retention Realities – Why layoffs are complex in Italy, union consultation requirements, and the cultural importance of employee continuity.
[01:03:08] The Craziest Thing in M&A – An Italian founder let employees vote on the preferred buyer, choosing cultural fit over a higher private equity offer.