Rothschild & Co’s Paul Bondi: Navigating stakeholder complexity in African M&A

For over 25 years, Paul Bondi and Giles Douglas have been integral to deal-making across sub-Saharan Africa, navigating the region’s dynamic M&A landscape through cycles of economic boom and bust. As Managing Directors and Co-Heads of Global Advisory at Rothschild & Co South Africa, their careers have been shaped by diverse experiences—Paul, a Chartered Accountant, honed his skills at Fieldstone Private Capital before joining Rothschild & Co in 2006, while Giles, also a Chartered Accountant, started at Coopers & Lybrand in London before building a career in private equity and venture capital. Giles first joined Rothschild & Co in London in 1996 and returned to the South African operations in 2014, cementing a 28-year career in corporate finance.

In this Q&A, Paul and Giles reflect on 25 years of M&A in sub-Saharan Africa, the transformations they’ve witnessed, and their outlook for the future of deal-making on the continent.

Paul, how did you get your start in corporate finance?
My entry into corporate finance was almost accidental. As a Chartered Accountant, I did a lot of transactional support work— due diligence, fairness opinions, and so on—during my articles. I found the forwardlooking nature of corporate finance far more intriguing than the backward-looking nature of auditing. That curiosity led me to pursue a career in banking and corporate finance.

You both took over from Martin Kingston as co-heads. How have you divided roles and responsibilities, Giles?
We make a cohesive team by dividing responsibilities by sector. I focus on extractive and regulated industries such as mining, oil and gas, and financial services. Paul handles consumer products, healthcare, industrials, and similar sectors. We also support each other behind the scenes as needed.

Paul, do you have mechanisms to resolve conflicts when you don’t see eye to eye?
Fortunately, we rarely disagree. Our perspectives are often aligned, which makes collaboration seamless. It’s a symbiotic partnership driven by a shared focus on building the business and fostering strong client relationships.

Paul, looking back at your career, is there a deal that stands out as defining?
The Walmart acquisition of Massmart comes to mind—not only because of its scale but also due to the significant stakeholder challenges. There was substantial opposition to the transaction, and navigating that required a deep understanding of stakeholder dynamics. It taught me the importance of balancing execution with a clear understanding of broader impacts.

Paul, how do you approach regulatory risks in South Africa?
Public interest has always been a key factor in merger approvals. The challenge is to understand regulatory concerns and address them constructively. While it’s not straightforward, trust and alignment with policy objectives can lead to workable solutions.

Paul, what lessons have you learned from failed transactions?
Failed deals often stem from poor positioning or unrealistic synergy expectations. Cultural alignment is critical, as demonstrated by a deal we worked on during COVID-19. Despite cultural differences between a South African and a Brazilian company, the transaction succeeded because the human element was prioritized.

Paul, what is the biggest transformation you’ve seen?
Regulation has fundamentally reshaped the deal-making process. Navigating complex compliance landscapes has become a critical part of executing transactions.

Paul, how has due diligence evolved over time?
Technology has made the process more efficient. Vendor due diligence is now common, ensuring sellers evaluate assets thoroughly before a sale. Proper diligence underpins tools like W&I insurance, making it a cornerstone of successful transactions.

Thank you, Giles and Paul, for sharing your insights as we celebrate 25 years of deal-making.
Thank you—it’s been a pleasure.