Due diligence - the process from start to finish

Course Overview

Due diligence is the critical process during which buyers or major investors can avoid costly mistakes in international business transactions. It can also confirm the logic for the transaction and can be used to start planning integration and project management.

This new two-day conference has been designed to take you through every step of the procedure in a straightforward and practical manner. It will cover all of the fundamental issues including legal, commercial and financial due diligence, as well as other areas such as intellectual property and environmental due diligence which are often overlooked, at a great cost to the buyer. The conference will also consider those aspects which are unique to cross-border transactions and will provide a checklist for post-acquisition integration to ensure that you get off to the right start post-deal.

Audience

• In-house lawyers
• Company secretaries
• Managing Directors
• Finance Directors

Skills Gained

This conference will give you practical guidance on how to:

• Avoid entering into a deal that will diminish your company’s value
• Improve the tax efficiency of the transaction
• Ensure you gain value for money
• Understand and benefit from every aspect of the due diligence procedure
• Assess the contribution of management due diligence
• Identify and avoid possible problems and pitfalls
• Prepare for integration in advance reaching conclusions

Course Outline

Due diligence in context and why acquisitions fail

• Why, how and when?
• Project management

Taxation due diligence

• Assessing the tax risks
• What the due diligence should achieve
• Key risk areas, obtaining information and reaching conclusions
• Enhancing post-tax return
• Planning and negotiating/conflicts between buyer and seller
• Reducing the tax cost of the deal
• Getting the best post-deal tax structure

Financial due diligence

• Identifying areas of financial risk
• Quality of financial information
• The process and getting value for money
• Focus on cash
• Focus on the future
• Making good use of financial due diligence

Competition due diligence

• Spotting the risks
• Quantifying the potential costs
• Minimising the liabilities
• Smoking guns

Cultural & Marketing due diligence

• Customer relationships & risk
• Supplier relationships & risk
• Product/service lifecycles
• Culture integration: do’s and don’ts
• Assessing cultural fit

IP due diligence

• The relevance of IP
• The different types of IP
• Exploding some myths
• Identifying and evaluating an IP portfolio
• Common issues to consider

Legal due diligence

• Legal rationale for due diligence
• Scope of due diligence in different types of transactions
• Managing the legal due diligence process
• Avoiding the pit falls
• Inter-relationship with contractual protections – warranties and indemnities
• Specific issues

Commercial due diligence

• What is it?
• Markets and market share
• How to obtain information
• The commercial due diligence process
• Checklist and case studies

Management due diligence

• How reliable is gut feel in assessing a management team?
• Forecasting business success based on knowledge of the factors of failure
• The assessment of individual and collective capability to deliver a vision
• MDD should provide assurance to the investor and be a guide to management for the company's strategic development
• Investors talk of 'stars, ‘also rans’ and dogs'; how do we prevent dogs?

Cross-border issues

• Differences between civil law and common law
• Pre-contract liability
• Due diligence or discovery?
• The disclosure letter
• Warranty or indemnity?
• Levels of ‘awareness’

IT due diligence

• The impact of IT on company value
• What are the key factors in IT’s ability to add value?
• How to assess IT
• Case studies

Employment due diligence

• Understanding the business and its employees
• Identifying the problem issues
• Checking for compliance with new legislation
• Assessing the cost - now and in the future
• Steps to be taken before completion
• Tailoring warranties and indemnities

Pensions due diligence

• What is pension due diligence/why is it necessary?
• Identify type of pensions requiring this service
• Potential problems/solutions in pension schemes and liability
• Case studies/checklist

Environmental due diligence

• Environmental Due Diligence
• Why bother?
• Identifying the risks?
• Protection mechanisms
• What does it mean for ongoing operations?

Managing the process and bringing it all together – the checklist

• 50% of all acquisitions fail – using due diligence to avoid the pitfalls
• Successful project management
• Co-ordinating between external advisors and feeding issues and conclusions into the negotiations
• Reporting

Questions and Chairman’s conclusion

Due diligence - the process from start to finish / cm64191