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| due diligence in business transactions: Due Diligence in Business Transactions Gary M. Lawrence, 2018 This valuable deskbook presents a complete overview of the due diligence process and gives attorneys, legal assistants and allied professionals the tools they need to conduct more thorough and efficient due diligence investigations.Due Diligence in Business Transactions provides detailed guidance on: who makes up the due diligence team and what roles these various experts play; how to limit your risk of liability for inadequate or incomplete due diligence; what the courts say about adequate due diligence under the federal securities laws; creating a data trail to document the investigation; techniques that can help you uncover more and better information; the special requirements of international and intellectual property due diligence; and how the due diligence investigation process varies for different types of companies. Chapters analyze due diligence on environmental issues, real property and personal property, debt instruments, employee benefits, insurance and liability coverage, international issues, and intellectual property, as well as due diligence considerations in light of heightened national security. The book features over 100 forms and checklists.Due Diligence in Business Transactions includes in-depth coverage of the case law and statutes governing due diligence and shows you what to do--and what to watch out for--every step of the way. |
| due diligence in business transactions: Due Diligence and the Business Transaction Jeffrey W. Berkman, 2014-01-18 Due Diligence and the Business Transaction: Getting a Deal Done is a practical guide to due diligence for anyone buying or selling a privately held business or entering into a major agreement with another company. When you’re buying a business, it’s wise to conduct due diligence. That's the process of investigating and verifying the firm’s finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don’t, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you to know about. Conversely, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn: How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation How the results of due diligence may and often will change the elements of the final deal How to draft due diligence documents so they protect your interests What successful deals look like Corporate attorney and due diligence expert Jeffrey W. Berkman interweaves critical action points, guidelines and procedural steps, case studies, and due diligence questionnaires, checklists, and documents. The veteran of many business deals, Berkman's advice will help you avoid business-crippling mistakes and make the best deal possible. |
| due diligence in business transactions: Due Diligence in Business Transactions Gary M. Lawrence, 2023-05-28 This desk book presents a complete overview of the due diligence process and gives attorneys, legal assistants and allied professionals the tools they need to conduct more efficient investigation. |
| due diligence in business transactions: Guide to Cybersecurity Due Diligence in M&A Transactions Thomas J. Smedinghoff, Roland L. Trope, 2017 In the digital era, ubiquitous connectivity has spared no enterprise the risks of being hacked from anywhere in the world. The reality of this threat, coupled with the near total dependence of today's businesses on networked digital technology, presents a major risk of catastrophic consequences to most businesses. And acquiring or merging with any business involves taking on that risk. Thus, in any M&A transaction, an evaluation of the target's cybersecurity capabilities and experience is critical. [This book] is designed to assist companies and their counsel in assessing that risk. Detailed and easy-to-read, this comprehensive guide includes discussions on recent cyber incidents, including Nieman Marcus, Yahoo, Target Corporation, Sony Pictures, and Volkswagen.-- |
| due diligence in business transactions: Checklists for Due Diligence Peter Howson, 2008 This collection of checklists is designed to make your due diligence process as smooth and as effective as possible. They cover both the commercial due diligence process - in other words, how can you be sure you are buying the company you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? As well as the due diligence process itself - making sure you manage the risk aspects of any acquisition. |
| due diligence in business transactions: Due Diligence and Corporate Governance Linda S Spedding, 2005-03-07 This practical title covers broadly the subject of due diligence - used to provide a framework for helping businesses avoid reputational, environmental and social hazards. Straightforward and clearly written, Due Diligence and Corporate Governance is a unique title which covers all aspects of new due diligence in one book. Taking a risk-based approach, this essential reference book for company secretaries, directors and managers, includes checklists to monitor risk management, explains best practice illustrated with practical examples and diagrams, and explains in a user-friendly way exactly how to get it right. LexisNexis UK and CIMA Publishing are offering CIMA members a discount on this product. Please go to www. lexisnexis. co. uk/cimapublishing to see if you qualify and to order. |
| due diligence in business transactions: M&A Transactions Arthur J. Tseng, 2013-06 The heart of this book focuses on three most detailed, complex and challenging areas of financial due diligence process and report in a M&A transaction environment in the marketplace; i.e., quality of earnings, cash flows and net assets, together with a high-level summary of the business overview and accounting matters/basis of financial information sections. Also included are the dashboard reporting guidelines and examples for quality of earnings (profit and loss), cash flows, net assets (balance sheet) and business overview/model. It covers areas like information memorandum, information request list, financial modeling, corporate structure analysis, earnings, pro forma EBITDA, adjusted EBITDA, pro forma earnings, carve-out, cash flow, free cash flow, EBITDA to FCFF conversion, financial position, KPIs (dashboard reporting), capex, opex, financial forecast, working capital, net debts and gap analyses, etc. In addition to all the technicalities, the book explodes the reader with 40 technical examples in its respective sections and subsections. It takes the reader further in practice with 27 commentary examples (totaling 206 key findings' commentaries), offering the reader with a key focus and reference to how commentaries to key findings are/can be written and structured.This book is suitable for investment analysts; financial analysts; auditors; accountants & finance managers; financial and business consultants; qualified practicing professionals who look for ways to improve the quality of a buy-side or sell-side financial due diligence process/report; investor or seller who wants to learn and know about the financial due diligence process and detail, and the need for it; an academic professor in finance, business or accounting; a master of finance or an MBA/DBA student; an associate or a student studying towards their professional qualification or a newly qualified professional interested in and wanting to gain a proficient and in-depth understanding of what this field is and how financial due diligence is done by top professionals in practice. A concise, easy-to-use guide to the documents and procedures associated with financial due diligence. Due diligence - financial analysis that's an integral part of the sale or purchase of any business - is a complex process usually carried out by accountants and other financial professionals. Tseng's book first draws on his years of experience with mergers and acquisitions to provide a detailed overview of due diligence that allows readers who have a basic understanding of accounting practices and terminology to follow the process and understand its basic components. The guide is essentially structured as an immense checklist, with the steps - scope of work, information collection and cash flow analysis, among others - broken down into their key parts. In each subsection, the author provides a comprehensive list of the major details that should be addressed as well as questions to be answered when the analysis is complete. A recurring caution, which appears in multiple chapters, reminds readers that due diligence is an analysis of facts, not speculation. The author explains that conclusions should be based on solid data, and if the necessary numbers are unavailable, the report should note that reality, as opposed to guessing ... For those readers, however, the clearly written text and numerous examples add up to a useful addition to the reference shelf.Not quite an introduction, but a straightforward, detailed guide to a crucial type of financial analysis. ~ Excerpt from Kirkus Indie Review ~ |
| due diligence in business transactions: Mergers and Acquisitions For Dummies Bill R. Snow, 2011-05-09 The easy way to make smart business transactions Are you a business owner, investor, venture capitalist, or member of a private equity firm looking to grow your business by getting involved in a merger with, or acquisition of, another company? Are you looking for a plain-English guide to how mergers and acquisitions can affect your investments? Look no further. Mergers & Acquisitions For Dummies explains the entire process step by step?from the different types of transactions and structures to raising funds and partnering. Plus, you'll get expert advice on identifying targets, business valuation, doing due diligence, closing the purchase agreement, and integrating new employees and new ways of doing business. Step-by-step techniques and real-world advice for making successful mergers and acquisitions Covers international laws and regulations How to take advantage of high-value deals Going beyond the case studies of other books, Mergers & Acquisitions For Dummies is your one-stop reference for making business growth a success. |
| due diligence in business transactions: The AMA Handbook of Due Diligence William M. CRILLY, Andrew J. SHERMAN, 2010-04-28 The AMA Handbook of Due Diligence is the most complete guide available on how to properly perform a due diligence investigation — and radically improve the success rate of a pending corporate merger or acquisition. The new edition of this long-trusted resource includes a CD-ROM packed with almost 400 customizable forms and templates for recording and analyzing every possible operational or financial activity at any organization. Extensively revised and updated, the book reflects significant changes in the financial landscape such as the Sarbanes-Oxley Act. There are specialized sections on joint ventures, franchises, and outsourcing, as well as new legal memo and form requirements, including data room index, preliminary diligence memorandum, and the Hart-Scott-Rodino questionnaire. Thorough and easy to use, this essential resource will ensure that every “t” is crossed, every “i” dotted...and no mistakes left out on the table. |
| due diligence in business transactions: Real Estate Due Diligence Tobias Just, Hermann Stapenhorst, 2018-01-11 Due diligence is the bedrock of real estate deals, regardless of the volume of transaction. This book presents a comprehensive guide to understanding and implementing due diligence and making an accurate assessment of the risks. While this process has become a “no-brainer” for investment professionals, the market standard on this essential topic has not yet been laid out in a comprehensive form that covers all the major aspects of real estate due diligence: legal, tax, financial and technical issues. This book fulfils that need, and gives it a form that can be used for German, European, or even international transactions. Written in a reader-friendly fashion, the easily navigable chapters are organized into the four due diligence dimensions, with ample examples and key takeaways. Be they real estate investors, or a management students specializing in the asset class, this book is a core resource for anyone wanting to get to grips with due diligence. |
| due diligence in business transactions: Art of M and A Due Diligence Alexandra Reed Lajoux, 2000 The Art of M&A Due diligence is today's most useful guidebook for uncovering problems and inconsistencies while they are still manageable. |
| due diligence in business transactions: Due Diligence in Negotiated Transactions: Applied Skills and Exercises Gary Lawrence, 2020-11 This text focuses on applied due diligence skills in the context of a negotiated transaction such as a purchase and sale, merger, joint venture, or similar setting. It is designed to assist transactional professionals in: (i) understanding basic due diligence concepts applicable to negotiated transactions, (ii) developing and enhancing applied due diligence skills in that context, and (iii) negotiating economic terms and other contractual provisions using the knowledge gained through due diligence. |
| due diligence in business transactions: The Complete Guide to Selling a Business Fred S. Steingold, 2017-08-30 Out there somewhere is a buyer looking to buy a business like yours. So if you're ready to sell, make sure you protect your interests and maximize your profit with this all-in-one guide. |
| due diligence in business transactions: Due Diligence Handbook Linda S Spedding, 2009 Due Diligence Handbook provides business directors with a practical and authoritative guidance to minimising financial and legal risks, as well as risks to reputation. The book brings together practical information on relevant legislation, regulations, codes and best practice guidance in one volume. The book provides clear guidance and case studies to help understand the complexity of due diligence issues, and to demonstrate the detailed work that is necessary to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems.--BOOK JACKET. |
| due diligence in business transactions: Operations Due Diligence: An M&A Guide for Investors and Business James F. Grebey, 2011-10-28 The missing link to determining a company’s real value Most people at the M&A table know how to carry out financial and legal due diligence. Only the accomplished investors come prepared with an in-depth understanding of the complete due diligence process. Operations Due Diligence is a game-changing guide for investors who need a fully accurate determination on the sustainability of a business. Written by a hands-on operations executive who has successfully implemented process improvement programs at large and small businesses, this practical guidebook sets itself apart by providing a step-by-step strategy for analyzing the toughest area of a business to assess: its operations. Unlike financial and legal due diligence, there were no principles such as law and accounting to guide operations due diligence—until now. This turnkey approach, based on a pragmatic series of almost 400 questions, helps you accurately assess the infrastructures of a business’s customer satisfaction, production, information management, sales and marketing, organization, and personnel, as well as its finances and legal operations. For managers and business owners looking to improve the sustainability of their business, this guided inquiry serves as a thorough operations checklist to next-level performance. Whether you are an investor trying to capture a new opportunity with minimal risk or an executive struggling to improve your business, Operations Due Diligence gives you a distinct advantage by: Going a step further than most books and illustrating how to analyze your discoveries Using historic examples to make the lessons both understandable and memorable Clearly explaining how and why each sector is an important indicator of the long-term sustainability of a business Conveniently locating infrastructure summary questions at the end of chapters for quick reference Providing a document checklist so nothing gets overlooked at the negotiating table The highest-valued companies and their investors know that producing the best products and services isn’t enough. Survival depends on continually improving infrastructure through Operations Due Diligence. |
| due diligence in business transactions: Intellectual Property Assets in Mergers and Acquisitions Lanning G. Bryer, Melvin Simensky, 2002-10-15 An up-to-date and in-depth examination of intellectual property issues in mergers and acquisitions In mergers and acquisitions, intellectual property assets can be especially difficult to accurately value, most notably in rapidly evolving high-tech industries. Understanding the factors that create value in intellectual property assets, and the part such assets play in both domestic and international mergers, is vitally important to anyone involved in the merger and acquisition process. This book provides an overview of the intellectual property landscape in mergers and acquisitions and thoroughly covers important topics from financial and accounting concerns to due diligence and transfer issues. Bringing together some of the leading economists, valuation experts, lawyers, and accountants in the area of intellectual property, this helpful guide acts as an advisor to business professionals and their counsel who need answers for intellectual property questions. The valuation methods presented here are simple and don't require a background in finance. Whether you're a manager or executive, an accountant or an appraiser, Intellectual Property Assets in Mergers and Acquisitions offers all the expert help you need to better understand the issues and the risks in intellectual property assets in mergers and acquisitions. |
| due diligence in business transactions: Safeguarding Intangible Assets Michael D. Moberly, 2014-07-08 Safeguarding Intangible Assets provides strategies for preserving and enhancing a company's intangible assets to increase its profitability, competitiveness, and sustainability. Intangible assets such as patents, trademarks, copyrights, methodologies, and brand typically account for 80 percent of an organization's value and revenue. There are many forces making it more and more difficult to protect these assets, and securing them is a complex issue often overlooked by security and risk managers. Many security managers do not have adequate policies or procedures in place to protect these assets from compromise, infringement, and theft. Safeguarding Intangible Assets provides managers with the tools necessary for protecting these assets through effective and consistent oversight designed to preserve their control, use, and ownership. The book offers strategies for various types of business transactions, such as mergers and acquisitions, corporate-university R&D alliances, new product launches, early stage firms, and university-based spin-offs. - Offers step-by-step guidelines and best practices for establishing and maintaining an intangible asset protection program - Provides intangible asset risk management strategies that preserve the company's value, revenue, and competitive advantages - Shows how to collaboratively build a company culture that anticipates and recognizes intangible asset risks in everyday transactions and operations - Strengthens the interface with other departments' security practices, including IT, management, legal, accounting, finance, and risk management |
| due diligence in business transactions: Angel Investing Joe Wallin, Pete Baltaxe, 2020-07-01 Angel Investing: Start to Finish is the most comprehensive practical and legal guide written to help investors and entrepreneurs avoid making expensive mistakes. Angel investing can be fun, financially rewarding, and socially impactful. But it can also be a costly endeavor in terms of money, time, and missed opportunities. Through the successes, failures, and collective experience of the authors you’ll learn how to navigate the angel investment process to maximize your chances of success and manage downside risks as an investor or entrepreneur. You’ll learn how: - Lead investors evaluate deals - Lawyers think through term sheets - To keep perspective through losses and triumphs This book will also be of use to founders raising an angel round, who will be wise to learn how decisions are made on the other side of the table. No matter where you’re starting from, this book will give you the context to become a savvier thinker, a better negotiator, and a positive member of the angel investing and startup communities. |
| due diligence in business transactions: Venture Capital Due Diligence Justin J. Camp, 2002-02-21 Due Diligence ist ein Prüfverfahren, mit dessen Hilfe Investoren die wirtschaftliche und finanzielle Situation des zu finanzierenden Unternehmens genau durchleuchten, um solide Investmententscheidungen zu treffen. Venture Capital Due Diligence ist ein praktischer Leitfaden zum Due Diligence Prozess. Er erläutert ausführlich das strenge Regelwerk dieses Prüfverfahrens und zeigt dem Leser, wie er diese Technik in der Praxis einsetzt, um damit Investmentchancen zu bewerten und die Rentabilität seiner Kapitalanlage (ROI - Return on Investment) einzuschätzen. Mit Tipps, Ratschlägen und Checklisten, die von den international erfolgreichsten Wagniskapitalgebern zusammengestellt wurden sowie einem Fragenkatalog, der die wichtigsten Kriterien des Due Diligence Prozesses beinhaltet. Venture Capital Due Diligence ist ein unentbehrlicher Ratgeber für alle Venture Capitalists, professionelle Investoren und Finanzgeber. |
| due diligence in business transactions: Representing High Tech Companies Gary M. Lawrence, Carl Baranowski, 1999 This book discusses financing and documenting joint ventures and early-stage strategic partnerships; devising workable nondisclosure agreements and managing an intellectual property portfolio. |
| due diligence in business transactions: Advanced Corporate Business Transactions Elizabeth A. (Elizabeth Anne) Gillis, 2006 |
| due diligence in business transactions: Intellectual Property and Technology Due Diligence Lacy Kolo, 2018 Keeping up to date with changing IP laws adds to the complexities for effective due diligence. This...guide assists the intellectual property attorney in conducting a thorough review of all aspects of intellectual property and technology, accurately assessing and analyzing the risks and benefits associated with those intangible assets, and determining how they impact transactions and the business at large.-- |
| due diligence in business transactions: Successful Acquisitions David Braun, 2013 Every company faces the inevitable challenge: stagnate or grow. One of the fastest ways for small- and mid-size companies to expand is through acquisition. Purchasing another company can seem daunting--but when done right, it can deliver outstanding rewards. Successful Acquisitions supplies the key information that business leaders need to know about finding and buying companies. Written by an M&A expert with more than $1 billion in transactions under his belt, the book's practical and comprehensive approach integrates all the moving pieces into a logical step-by-step process that covers: * The art and science of researching companies * Building and balancing an acquisition team * Valuation tips that look beyond the obvious * The importance of the seller's equation * Developing a negotiation platform * How to be tough and still protect the buyer-seller relationship * Guidelines for structuring an airtight deal * The letter of intent, due diligence, purchase agreement, funding, and other essentials * Bringing the deal to a timely close * A 100-day plan for making integration a success It's all here. From building the foundation to growing the relationships to cementing the deal, Successful Acquisitions is a complete roadmap to buying companies and achieving proactive strategic growth. |
| due diligence in business transactions: M&A Deal Breaker Arthur Tseng, 2019-07-29 The heart of this book focuses on three most detailed, complex and challenging areas of financial due diligence process and report in a M&A transaction environment in the marketplace; i.e., quality of earnings, cash flows and net assets, together with a high-level summary of the business overview and accounting matters/basis of financial information sections. Also included are the dashboard reporting guidelines and examples for quality of earnings (profit and loss), cash flows, net assets (balance sheet) and business overview/model. It covers areas like information memorandum, information request list, financial modeling, corporate structure analysis, earnings, pro forma EBITDA, adjusted EBITDA, pro forma earnings, carve-out, cash flow, free cash flow, EBITDA to FCFF conversion, financial position, KPIs (dashboard reporting), capex, opex, financial forecast, working capital, net debts and gap analyses, etc. In addition to all the technicalities, the book explodes the reader with 40 technical examples in its respective sections and subsections. It takes the reader further in practice with 27 commentary examples (totaling 206 key findings' commentaries), offering the reader with a key focus and reference to how commentaries to key findings are/can be written and structured. This book is suitable for investment analysts; financial analysts; auditors; accountants & finance managers; financial and business consultants; qualified practicing professionals who look for ways to improve the quality of a buy-side or sell-side financial due diligence process/report; investor or seller who wants to learn and know about the financial due diligence process and detail, and the need for it; an academic professor in finance, business or accounting; a master of finance or an MBA/DBA student; an associate or a student studying towards their professional qualification or a newly qualified professional interested in and wanting to gain a proficient and in-depth understanding of what this field is and how financial due diligence is done by top professionals in practice. A concise, easy-to-use guide to the documents and procedures associated with financial due diligence. Due diligence - financial analysis that's an integral part of the sale or purchase of any business - is a complex process usually carried out by accountants and other financial professionals. Tseng's book first draws on his years of experience with mergers and acquisitions to provide a detailed overview of due diligence that allows readers who have a basic understanding of accounting practices and terminology to follow the process and understand its basic components. The guide is essentially structured as an immense checklist, with the steps - scope of work, information collection and cash flow analysis, among others - broken down into their key parts. In each subsection, the author provides a comprehensive list of the major details that should be addressed as well as questions to be answered when the analysis is complete. A recurring caution, which appears in multiple chapters, reminds readers that due diligence is an analysis of facts, not speculation. The author explains that conclusions should be based on solid data, and if the necessary numbers are unavailable, the report should note that reality, as opposed to guessing ... For those readers, however, the clearly written text and numerous examples add up to a useful addition to the reference shelf. Not quite an introduction, but a straightforward, detailed guide to a crucial type of financial analysis. Excerpt from Kirkus Indie Review |
| due diligence in business transactions: Mergers and Acquisitions Edwin L. Miller, Jr., Lewis N. Segall, 2017-03-15 The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and pseudo M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice. |
| due diligence in business transactions: International Business Transactions with Brazil Beatriz Franco, 2008-06-01 This collection of essays is a project of the Brazilian Institute of Business Law (IBRADEMP) whose purpose is to expand and discuss technical subjects related to Brazilian corporate law, its evolution in Brazil and the repercussions abroad. International Business Transactions with Brazil, written by highly experienced experts from both Brazil and the United States, covers most of the topics that a business lawyer in the United States, Europe, or Asia might expect to possibly encounter in his or her representation of international companies seeking to do business in Brazil. This volume is designed for business lawyers, business executives, investment bankers, and international investors seeking technical knowledge of the current state of the art in many aspects of Brazilian law and finance. This volume is required reading for anyone seeking to assist their clients in Brazilian business transactions. |
| due diligence in business transactions: The Law of Cross-Border Business Transactions Lutz-Christian wolff, 2017-12-15 Law of Cross-Border Business Transactions aims at giving a structured introduction to the law and practice of investment deals (e.g., greenfield projects, M&As and hybrid forms) and of non-investment transactions (e.g., trade, technology transfer and services). Cross-border business deals are nowadays routine matters for business entities all over the world and the related legal aspects are becoming more and more complex. This book provides extensive general background information. It also covers numerous specific issues of relevance in the context of cross-border projects. Substantive law issues, procedural aspects and skills-related considerations such as contract drafting, structuring options and cross-cultural lawyering techniques are included, adding up to an unusually comprehensive and useful guide in the field. What’s in this book: The author describes a wide spectrum of transaction types. He explains underlying principles from a conceptual and a comparative point of view with a focus on transactional issues, using case studies from a variety of jurisdictions to demonstrate the significance of particular aspects in the context of multi-jurisdictional legal practice. Among much else, topics include the following: international lawyering and cultural diversity; lex mercatoria; conflict of laws; letters of intent, position papers, heads of agreement, confidentiality and exclusivity agreements; structure and contents of international contracts; e-contracts and smart contracts; protection of intellectual property rights and technology transfer; trade, countertrade and trade financing; insurance; agency and distributorship; greenfield investments and M&As; competition law and merger control; employment law; corporate governance and corporate social responsibility; international taxation; and dispute settlement and cross-border enforcement of awards. This second edition updates the discussion of the different topics comprehensively. It also expands many parts and adds sections in relation to new themes that have gained importance since the publication of the first edition. In particular, it addresses legal issues arising out of the digitalization of the global economy with a special focus on choice-of-law questions, smart contracts, e-bills of lading and online dispute settlement. It also draws attention to the impact of China’s Belt and Road initiative, Brexit and the ‘America First’ foreign policy. How this will help you: Of special value is the author’s precise guidance on drafting techniques and contract practice. The clarity of the presentation, the uncompromising consistency in terms of structure and a large body of references to primary and secondary sources presented in this edition ensure that legal professionals, business managers and academics as well as other interested parties can gain easy access to comprehensive and detailed information across jurisdictions. |
| due diligence in business transactions: Building a Treaty on Business and Human Rights Surya Deva, David Bilchitz, 2017-10-19 This book provides a sustained treatment of the politico-legal context and content of a proposed business and human rights treaty. |
| due diligence in business transactions: Structuring Mergers & Acquisitions Peter A. Hunt, 2011 Unlike other Mand&A references, this one-volume guide establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow. In this newly updated Fifth Edition of Structuring Mergers and& Acquisitions: A Guide to Creating Shareholder Value, you get clear, authoritative discussions of: How shareholder value relates to mergers and acquisitions, and different methodologies for valuing a transaction, such as discounted cash flow, comparable company, comparable transaction, premiums paid, price/volume relationships, and private company valuation. How accounting can influence value creating in mergers and acquisitions, a critical aspect of understanding and structuring the proper transaction for differing business circumstances. Collars, break-up fees, lock-ups, walk-aways, minority squeeze outs, earnouts, and anti-trust considerations, and other special topics you will encounter in deals Transactions you may encounter, from and“plain vanillaand” deals like mergers, acquisitions, divestitures, joint ventures, and leveraged buyouts, to more complicated restructuring alternatives like spin-offs, split-offs, share repurchases, recapitalizations and restructuring options that can enhance shareholder value. Protecting against takeover threats, including legal and structural defenses, with coverage of the most common form of legal defense, the shareholder rights plan. Making aggressive or hostile offers for a company, the pros and cons of and“going it aloneand” in attempting a hostile acquisition. Performing effective and complete due diligence on a company in the context of a transaction, a critical step that is often overlooked as something and“someone else should do.and” Handling the human aspects of mergers and acquisitions, including basic transition tips that can avoid massive pre- and post-deal turnover. |
| due diligence in business transactions: Technology Due Diligence: Best Practices for Chief Information Officers, Venture Capitalists, and Technology Vendors Andriole, Stephen J., 2008-08-31 Due diligence conducted around technology decisions is complex. Done correctly, it has the power to enable outstanding positive outcomes; done poorly, it can wreak havoc on organizations, corporate cultures, and markets. Technology Due Diligence: Best Practices for Chief Information Officers, Venture Capitalists, and Technology Vendors develops a due diligence framework for anyone resolving technology decisions intended to help their business achieve positive results. This essential book contains actual case studies that incorporate the due diligence methodology to assist chief information officers, venture capitalists, and technology vendors who wrestle with technology acquisitions challenges on a daily basis. |
| due diligence in business transactions: Automation of Mergers and Acquisitions Karl Michael Popp, 2020-10-27 The goal of the book is end-to-end automation of M&A processes. With this book, the following tasks can be carried out: 1.Determination of the tasks to be automated: In this book, all tasks in due diligence are described. The tasks relevant for a company can be selected and then automated in a targeted manner. 2.Overview of the automation options for the M&A process: The automatability described for the tasks allow an overview of which tasks in the M&A process can already be automated in which way. 3.Determination of the automation potential of M&A processes: The methodology contained in this book and the details of the tasks and their automatability allow the determination of the digitization potential. 4.Familiarization with M&A processes: In this book all tasks in the Due Diligence phase are documented with their objectives, a description and with questions during the execution. This enables a quick familiarization with the details of the Due Diligence phase. |
| due diligence in business transactions: The Taxation of Personal Property John H. Ames, 1877 |
| due diligence in business transactions: Negotiating Business Transactions Daniel D. Bradlow, Jay Gary Finkelstein, 2022-01-31 Negotiating Business Transactions, Third Edition, by Daniel D. Bradlow and Jay Gary Finkelstein, is designed for simulated transactional negotiations courses in Transactional Law, Negotiations, and International Business Law. Negotiating Business Transactions: An Extended Simulation Course, Third Edition—targeted to upper-level courses in Transactional Law, Negotiations, and International Business Law—is designed for a unique, simulated transactional negotiations course involving two groups of students (in the same law school or different law schools) representing either a multinational corporation or an agricultural producer in negotiating a complex business transaction. With ample instructional materials and a simulation exercise that includes individual negotiating instructions for each party, this complete teaching package offers students the opportunity to “learn by doing” and to experience how to negotiate and structure a complicated business transaction. Students learn to strategize, negotiate, and draft, all within the context of a simulated business negotiation that brings the deal inside the classroom where its multiple aspects—legal, business, social, and political—can be studied. In addition to the substantive materials focused on the business and legal issues raised by the simulation exercise, authors Daniel D. Bradlow and Jay Gary Finkelstein address the ethical, social, and professional issues that can arise in transactional legal practice. New to the Third Edition: New Chapter 13 addressing transactional contract drafting issues New materials on the growing use of negotiations via computer platforms which enabled negotiations to continue during COVID restrictions and which will continue to impact and evolve for conducting negotiations even as COVID recedes Updates to content throughout the text Professors and students will benefit from: Complete simulation materials—facts and context, negotiating instructions, and background readings on all aspects of the transaction Balanced coverage of negotiation skills and substantive issues relevant to business transactions Opportunity for students to apply negotiation and business concepts in analyzing the transaction, preparing and strategizing for negotiation, and structuring legal relationships and documents to achieve client objectives Professional responsibility issues in the context of a negotiation Practical coverage: The real-time challenges of negotiating a business deal Where business and law intersect when negotiating a business deal How to structure a complex business deal How to use their knowledge of law to find solutions in business transactions Creative problem solving to achieve a mutually acceptable outcome How to work collaboratively to implement a strategy How to document a business transaction Introduction to the relevance of psychology in negotiation Introduction to financial aspects of a transaction Materials on Ethics and Negotiation Full sample transactional documents Meeting of all ABA requirements under ABA Standard 303 for experiential, practical skills class Online companion materials Teaching materials include: Teacher’s Manual, including simulation negotiating instructions Sample syllabus Alternative class formats Key issues Lecture outlines PowerPoint presentations |
| due diligence in business transactions: The Due Diligence Handbook For Commercial Real Estate Brian Hennessey, 2015-06-25 UPDATED THIRD EDITION There''s a HUGE problem in the commercial real estate business that nobody is talking about- DUE DILIGENCE. Investors are leaving big money on the table by not learning these essential principles. Most investors, real estate brokers and commercial real estate professionals barely scratch the surface conducting their due diligence. Mainly because they don''t know what they don''t know. I''ve spent over 30 years helping investors buy and sell over 9 million square feet of property and witnessed the practices of professional and small investors. It wasn''t until I became an acquisition executive and learned some humiliating, expensive lessons that I didn''t know what I didn''t know. You will learn how to avoid mistakes with costly consequences, create more value, and more essential information for buying investment property. This book is a #1 Best Seller of commercial real estate books on Amazon. It is an easy-to-follow, proven step by step system that investors and real estate professionals use regularly while conducting their due diligence. It will help you to make informed, intelligent decisions when deciding whether to buy or NOT buy. Adhering to a proven system allows you to conduct due diligence faster, easier, more efficiently and you''re less likely to miss something. Here are just a few of the lessons you''ll learn: Negotiating the purchase and sale agreement and what you MUST include in order to maximize your opportunities to negotiate further with the seller. (Super important to know.) Reviewing the leases Not knowing what provisions to watch for could cost you dearly once you own it. (Don''t leave it up to chance to work out.) Uncovering hidden problems and issues (Sellers will NOT disclose these, so you need to know where to look for them. They will not hand you a list of problems about the property. Many of these issues could make or break your investment.) Critical factors to consider during your financial analysis. There''s a list of essential questions included that MUST be addressed. (Leaving these questions unanswered can be potentially devastating to an investment.) Not over-paying by making sure you''re getting all you deserve, by getting credited fairly for items on the closing statement. (This includes specific items to review, instructions on what to ask for to minimize your chances of getting taken advantage of, potentially losing big money by not having this information.) These fundamentals remain the same and are all applicable whether they are: residential rental properties, industrial, retail, or office buildings. This system will help reduce risk and create value for all of them. In addition, the handbook includes: PHYSICAL & MECHANICAL INSPECTION PHOTOS (That shows you what to look for and how to assess issues.) Due Diligence Checklist Due Diligence Document Checklist Sample Tenant Questionnaire (A sample list of questions that you should ask of tenants when conducting a tenant interview. This is a wealth of information when done properly. Learn this or lose out.) By having this valuable system, you will be more prepared and confident in your ability to negotiate, going up against ANY seller. As a pilot uses a pre-flight checklist prior to each flight, you''ll want to refer to this handbook every time you buy an investment property.There are too many things to remember. We need reminding as much as we need learning! Warren Buffet said, Risk comes from not knowing what you''re doing. So having a proven system in place helps you know what you''re doing.Buy the book now! It will be one of the best investments in real estate you ever make. Not buying it could be one of your most costly decisions. |
| due diligence in business transactions: Due Diligence Denzil Rankine, Mark Bomer, Graham Stedman, 2003 At least half of acquisitions fail and many others end in acrimony. Due diligence is a term traditionally used for the review process applied to an acquisition. This text shows that when conducted, the process can even enable companies to find ways of adding value to acquisitions or mergers. |
| due diligence in business transactions: Real Estate Finance and Investments Peter Linneman, 2020-02 |
| due diligence in business transactions: Negotiated Acquisitions of Companies, Subsidiaries and Divisions Lou R. Kling, Eileen Nugent, Brandon Van Dyke, 2023-12-28 This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition. |
| due diligence in business transactions: Practical Guide to Financial Due Diligence, 2e B D Chatterjee, 2021-11-30 ABOUT THE BOOK AND KEY FEATURES In the complex world of business today, valuation has become an integral part of every sphere of day to day business activities. The term “fair value” is frequently used (and often misused) in every business transaction we enter into. The concept of “business valuation” in its various forms like historical cost, replacement value, net realisable value and present value are being used and interpreted to meet the requirements of varied and complex business transactions. On top of this, the onset of the pandemic (COVID-19) has thrown the business entities around the world into a whirlwind of uncertainties and challenges and has pushed the business valuation exercise into uncharted territories. Keeping this in view, this body of work explains and interprets the following in reader-friendly and lucid form: All the concepts revolving around business valuation, Extensive illustrations and case studies related to various methods of business valuation, Application of Ind AS, AS, IFRS and ICDS with respect to fair value measurement, Valuation of tangible assets, intangible assets and goodwill, Valuation of liabilities and provisions, Valuation of shares, valuation of brands and business which are used as basic ingredient to corporate restructuring, Concept of Economic Value Added (EVA), Valuation in Merger & Acquisitions, Salient features of the Valuation Standards issued by ICAI and International Valuation Standards issued by the International Valuation Standards Council, Significant judicial pronouncements related to business valuation. Possible impact of the pandemic on the business valuation of a target organization. |
| due diligence in business transactions: Agile M&A Kison Patel, 2019-10-02 With growing market pressures, transaction values, and information density, practitioners need to begin approaching M&A in a more innovative, efficient and collaborative way. This book looks at how Agile, the project management technique, can be scaled and implemented to improve the entire lifecycle of M&A while increasing value and closing deals faster. |
| due diligence in business transactions: Intellectual Property Due Diligence in Corporate Transactions L.M. Brownlee, 1998-10-12 Whether representing the buyer or the target company, this work--including disk--provides the practical tools to conduct thorough, cost-effective intellectual property audits. It covers both business strategies and the complex law and regulations relating to intellectual properties. It includes clear instructions and expert advice on each stage of the due diligence, including preliminary considerations (attorney-client privilege issues, confidentiality obligations, letters of intent, and representations and warranties); organizing (crafting strategies, selecting team members, budgeting and scheduling, preparing and producing documents, and record keeping); auditing assets (patents, trademarks and trade names, domain names, copyrights, trade secrets, and databases); and transaction considerations. Features and Benefits - Offers sound advice on judging the strength of a company's intellectual property rights - Provides an in-depth review of the process and content of an intellectual property diligence - Comprehensive treatment of Internet topics - Text, forms, and checklists all contain clear instructions and expert advice on each stage of the due diligence process - Step-by-step for |
为什么这两年留学生都不说赶ddl而说赶due？ - 知乎
Oct 17, 2016 · due做名词，一个是表示某人应有的东西，应得到的权利；另一个就还是扯到钱上，表示应缴款。 根据以上解释，个人觉得due作为形容词时的1.2释义有贴近最后期限，或者 …
英语 due的用法？ - 知乎
We can't leave now due to (because of) the terrible weather. 这两个句子的“所以”都是句子：We can't leave now。所以这里，due to和because of，无论是在句子开头，还是在句子中间，都是 …
LM-studio模型加载失败？ - 知乎
LM-studio模型加载失败问题的解决方法，提供详细步骤和注意事项，帮助用户顺利加载模型。
（文法求救）due to 怎麼用？ - 知乎
due to和 because 意思一样，但是due to后跟词或词组，Her absence was due to the storm. because后跟句子，She is absent because she is ill. due to可以跟because of互换。 due to …
请问用ansys里的mesh划分网格报错是为什么? - 知乎
May 9, 2022 · 网格划分 要考虑的点. 常见的一些报错 和 解决方法. 1、some contact elements overlap with the other contact element which can cause over constraint。
在使用cursor导入deepseek的API时报错如下所示，该怎么办？ - 知乎
在使用cursor导入deepseek的API时报错如下所示，是本人操作有所不对吗？
homie、buddy、bro在程度上有什么不同？ - 知乎
知乎，中文互联网高质量的问答社区和创作者聚集的原创内容平台，于 2011 年 1 月正式上线，以「让人们更好的分享知识、经验和见解，找到自己的解答」为品牌使命。知乎凭借认真、专业 …
期限内完不成sci的大修，申请延期两周要紧吗? - 知乎
申请 sci 文章延期的情况是挺常见的，有时候作者朋友因为某些原因，导致没能按时提交 sci 文章，这时候就可以申请延期提交了，但是延期提交需要正式的申请，不能因为仅仅是忘记了等敷 …
为什么很多计算机会议的投稿需要分摘要和全文两个截止日期？
Jun 15, 2023 · 很多计算机会议采用分摘要和全文两个截止日期的投稿机制出于以下几点原因： 1. **组织流程**：通过摘要提交，组织者可以提前得知大致的论文数量，从而预估评审所需的时 …
爱思助手证书签名证书申请失败怎么处理? - 知乎
你好，2亿 iPhone 用户都在用的 @爱思助手 亲自答. 爱思助手证书签名证书申请失败怎么处理?
为什么这两年留学生都不说赶ddl而说赶due？ - 知乎
Oct 17, 2016 · due做名词，一个是表示某人应有的东西，应得到的权利；另一个就还是扯到钱上，表示应缴款。 根据以上解释，个人觉得due作为形容词时的1.2释义有贴近最后期限，或者 …
英语 due的用法？ - 知乎
We can't leave now due to (because of) the terrible weather. 这两个句子的“所以”都是句子：We can't leave now。所以这里，due to和because of，无论是在句子开头，还是在句子中间，都是 …
LM-studio模型加载失败？ - 知乎
LM-studio模型加载失败问题的解决方法，提供详细步骤和注意事项，帮助用户顺利加载模型。
（文法求救）due to 怎麼用？ - 知乎
due to和 because 意思一样，但是due to后跟词或词组，Her absence was due to the storm. because后跟句子，She is absent because she is ill. due to可以跟because of互换。 due to …
请问用ansys里的mesh划分网格报错是为什么? - 知乎
May 9, 2022 · 网格划分 要考虑的点. 常见的一些报错 和 解决方法. 1、some contact elements overlap with the other contact element which can cause over constraint。
在使用cursor导入deepseek的API时报错如下所示，该怎么办？
在使用cursor导入deepseek的API时报错如下所示，是本人操作有所不对吗？
homie、buddy、bro在程度上有什么不同？ - 知乎
知乎，中文互联网高质量的问答社区和创作者聚集的原创内容平台，于 2011 年 1 月正式上线，以「让人们更好的分享知识、经验和见解，找到自己的解答」为品牌使命。知乎凭借认真、专业 …
期限内完不成sci的大修，申请延期两周要紧吗? - 知乎
申请 sci 文章延期的情况是挺常见的，有时候作者朋友因为某些原因，导致没能按时提交 sci 文章，这时候就可以申请延期提交了，但是延期提交需要正式的申请，不能因为仅仅是忘记了等敷 …
为什么很多计算机会议的投稿需要分摘要和全文两个截止日期？
Jun 15, 2023 · 很多计算机会议采用分摘要和全文两个截止日期的投稿机制出于以下几点原因： 1. **组织流程**：通过摘要提交，组织者可以提前得知大致的论文数量，从而预估评审所需的时 …
爱思助手证书签名证书申请失败怎么处理? - 知乎
你好，2亿 iPhone 用户都在用的 @爱思助手 亲自答. 爱思助手证书签名证书申请失败怎么处理?
