Due diligence

Course Overview

Over 50% of acquisitions fail to deliver the benefits sought by buyers. Some seriously damage the value of the buyers' business and joint ventures don't always fare much better.

Due diligence is the critical process during which the acquisitor, or the major investor, has the opportunity to avoid costly mistakes. More positively, it can confirm the logic for the transaction and improve the basis for valuation. It can also be used to start planning integration. Managing advisers is an important part of the acquisition process and this intensive one-day conference gives some good tips on how to do just that.

Audience

All those involved in acquisitions or strategic alliances, whether in planning and appraisal, negotiation or valuation, including:

• Managing directors, financial directors and strategy directors
• Company secretaries and in-house lawyers
• Private equity investors
• Professional advisers - accountants, lawyers, bankers and merger brokers

Course Outline

Legal due diligence

• Legal rationale for due diligence
• Scope of due diligence in different types of transactions
• Avoiding the pitfalls
• Relationship with contractual protections
• Case examples

Tax due diligence

• Assessing the tax risks
• What tax 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

Employment due diligence

• Understanding the business and its employees
• Identifying 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

Commercial due diligence

• What is commercial due diligence?
• Why carry it out?
• How to get information
• When to do it
• Checklist -illustrated with case studies

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

Pensions due diligence

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

Financial due diligence - the big picture

• What is financial due diligence?
• The process and getting value for money
• Focus on cash
• Focus on the future
• Making good use of financial due diligence

Bringing it all together

• 50%+ of all acquisitions fail - using due diligence to avoid pitfalls
• Managing a successful due diligence project
• Understanding what is to be achieved from due diligence
• Co-ordinating between all external advisers, feeding issues and conclusions into negotiations
• Reporting
• Due diligence on an international scale, some pitfalls