Complex transactions fail because of execution and reporting gaps, not because of strategy

Complex transactions are rarely approved without a compelling strategic rationale. Whether it’s a merger, acquisition, disposal, carve-out, capital raise, restructuring, business combination or major transformation programme, the boardroom logic is usually clear: unlock value, enter new markets, create efficiencies, strengthen capability, reduce complexity or reposition the business for growth.

Yet, despite the strength of the strategy, many transactions still fail to deliver their intended outcomes.

This raises an important question: if the strategy was sound, where did the value go?
Complex transactions often underperform due to gaps in execution discipline, governance, financial capacity, data integrity, and reporting visibility.

According to McKinsey, roughly 70% of mergers fail, and due diligence can fall short as a roadmap for value creation. In one McKinsey integration perspective, the firm found that 42% of the time, due diligence conducted before a merger failed to provide an adequate roadmap for capturing synergies and creating value.

A transaction may be strategically justified at the approval stage, but if the organisation cannot translate that strategy into operational workstreams, financial reporting, accountable ownership and measurable progress, the business risks losing control of the value it set out to create.

The real failure point: from transaction strategy to transaction execution

At the point of approval, complex transactions are often supported by strong commercial arguments. Financial models are built, assumptions are presented, risk registers are created, and implementation timelines are drafted. Once the transaction moves from decision to delivery, complexity increases a lot.

The business is suddenly required to manage multiple moving parts at once: accounting treatment, regulatory requirements, audit implications, tax considerations, people transitions, systems integration, stakeholder reporting, operational continuity and management information.

At this stage, the transaction becomes less about the original strategic idea and more about the organisation’s ability to execute with precision.

This is where many businesses find a gap between intention and delivery. The deal team may have secured the transaction, but the finance function, reporting teams and operational leaders are left to make it work in practice. When there is no clear execution rhythm, no centralised reporting view and no disciplined governance structure, the business begins to operate reactively.

Deadlines become compressed. Decisions are delayed. Reporting packs become inconsistent. Key assumptions are not refreshed. Tracking becomes fragmented. Leadership teams lose visibility over whether the transaction is creating value, preserving value or quietly eroding it.

Deloitte describes this as a governance mandate gap in M&A, where governance bodies are expected to define objectives, manage cross-functional execution, track value and escalate decisions, but are often positioned as coordination and reporting layers without the authority to resolve the issues that matter.

Why do reporting gaps matter more than many leaders realise?

Reporting is often treated as an administrative requirement in a transaction. In reality, it is one of the most important value-protection mechanisms available to leadership.

In a complex transaction, reporting should answer three questions clearly:

• Are we doing what we said we would do?
• Are we achieving the value we expected?
• Are we identifying risks early enough to act?

When reporting is weak, leadership may still receive updates, but those updates often don’t provide meaningful insight. A transaction dashboard may show completed tasks, but not unresolved dependencies. It may report on cost savings, but not on the operational disruption required to achieve them. It may show integration progress, but not whether the combined business is operating effectively.

This is one of the reasons execution and reporting gaps are so dangerous: they allow value leakage to remain hidden until it becomes difficult or expensive to correct. McKinsey has also found that almost 70% of mergers in its database failed to achieve expected revenue synergies, with revenue-side estimates often being one of the greatest sources of error in deal assumptions. 

For finance and executive teams, this highlights the need for post-transaction reporting that goes beyond basic project tracking. Reporting must show whether revenue, margin, cost, working capital, customer retention, integration milestones and compliance obligations are moving in line with the original investment case.

Without this visibility, management may only discover underperformance after the transaction has already missed key value milestones.

Execution gaps often begin before Day One

A common misconception is that execution failure begins after the transaction closes, but many execution gaps are created much earlier.

The transaction may be approved before the reporting model is fully defined. The value creation plan may not be translated into accountable workstreams. The finance function may not have enough capacity to manage transaction accounting alongside business-as-usual reporting. Systems implications may be underestimated. Audit requirements may be addressed too late. Ownership of integration tasks may be unclear.

By the time Day One arrives, the organisation is already operating with structural weaknesses.

PwC’s 2023 M&A Integration Survey found that comprehensive M&A integration success remains rare. Only 14% of 2022 survey respondents reported significant success across strategic, operational and financial measures. PwC also found that companies are investing more in integration, with 59% spending 6% or more of deal value on integration in 2022, up from 38% previously.

The finance function sits at the centre of transaction success

Finance is responsible for much more than producing the numbers. In a complex transaction, the finance function helps translate strategy into measurable performance. It provides the reporting discipline that allows leadership to monitor progress, identify risk and make informed decisions.

This includes:

• establishing transaction reporting frameworks; 
• aligning financial models with actual performance; 
• tracking synergies, costs and one-off transaction expenses; 
• supporting technical accounting and audit requirements; 
• managing consolidation and reporting changes; 
• validating assumptions as new information emerges; 
• ensuring governance packs are accurate, timely and decision-useful; 
• supporting board, investor, lender and stakeholder reporting.

When finance capacity is stretched, this work becomes difficult to sustain. Existing teams are often already managing month-end reporting, audits, budgets, forecasts, compliance deadlines and operational finance requirements. Adding a complex transaction to that environment can quickly create pressure points.

The result is not always a visible failure. More often, it appears as reporting delays, unclear accountability, unresolved reconciliations, inconsistent data, audit friction, duplicated workstreams or a lack of confidence in the numbers.

For leadership, these issues can weaken the ability to manage the transaction proactively.

Data integrity is a transaction risk

Complex transactions depend on reliable data. Yet data is often one of the most underestimated risks in execution.

A transaction may require data from multiple entities, systems, geographies, business units and reporting structures. If data is inconsistent, incomplete, or not aligned with the required reporting framework, decision-making slows down. Finance teams spend time reconciling information instead of analysing performance. Leadership receives a partial view of progress. Audit and assurance processes become more complex. 

A business cannot manage what it cannot see. It also cannot defend transaction performance to stakeholders if it cannot produce clear, reliable and timely information.

This is particularly important in listed, regulated or investor-facing environments, where transaction reporting must withstand scrutiny. Stakeholders expect transparency on value creation, integration progress, risk, cost and performance. Weak reporting not only affects internal decision-making but also confidence.

Execution requires governance with authority

Strong governance is not about creating more meetings. It is about creating the right decision-making structure. For complex transactions, governance should be designed around value-critical questions:

• Who owns each workstream? 
• Which decisions require executive escalation? 
• What must be completed before the next phase can proceed? 
• Which assumptions require validation? 
• What are the key reporting metrics? 
• How will value creation be measured? 
• What risks could delay or dilute the transaction outcome? 
• Who has authority to resolve cross-functional dependencies?

When governance lacks authority, issues circulate without resolution. Teams report on problems but cannot solve them. Decisions are deferred. Dependencies accumulate. Timelines shift. Value leakage accelerates.

The hidden cost of under-resourced execution

One of the most common reasons complex transactions underperform is that businesses underestimate the amount of specialist capacity required to execute them properly.

The internal team may understand the business, but they may not have the time, transaction experience or technical depth required to manage all aspects of execution while still maintaining normal operations. This creates a capacity gap at precisely the moment when accuracy, speed and judgement matter most.

External advisory support can play an important role here, not by replacing management ownership, but by strengthening the execution environment around the transaction.

Independent financial advisory support can assist with project-based finance capacity, reporting design, technical accounting support, transaction implementation, governance packs, integration tracking and stakeholder-ready reporting.

From strategic deal to measurable outcome

The success of a complex transaction is determined in the months that follow, when the organisation must convert that strategy into controlled execution, reliable reporting and measurable value. A strong transaction strategy is only the starting point. To protect value, businesses need:

• clear governance and decision rights; 
• strong finance leadership and technical capability; 
• reliable data and reporting structures; 
• disciplined tracking of synergies and risks; 
• capacity to manage transaction demands alongside business-as-usual requirements; 
• transparent stakeholder communication; 
• early identification of execution gaps.

The lesson for leadership teams is clear: complex transactions need more than a compelling business case. They need an execution model that can withstand pressure.

Because transactions rarely fail in the boardroom. They fail in the handover between strategy and execution. They fail when reporting cannot show what is really happening. They fail when decisions are delayed, assumptions are not tested, and finance teams are under-resourced.

The organisations that succeed are not necessarily those with the most ambitious transaction strategies. They are the ones that build the reporting discipline, governance structure and execution capacity to deliver on them.

If your organisation is preparing for, executing or reviewing a complex transaction, Malander Advisory can help strengthen your finance capacity, reporting discipline and governance framework.

Contact us to discuss how we can support your transaction execution.

About the Author
Shaveera John is a Director and CFO at Malander Advisory. She is passionate about leadership, people strategy, and guiding organisations through transformation. Shaveera believes that the future of business depends on how courageously we lead, and how authentically we connect.