Professional Documents
Culture Documents
Also
Examples:
Steps carried out by venture capitalists before and
during each investment phase of a start-up
company
Precautionary steps taken by one company in
Securities
Legal
Statements:
Strengths
Gives
Helps
Tool
checks works
Financial Data
Current Financial Data
Forecasted Financial Information
Business Plans
Minutes of Directors Meetings and
Management Meetings
Audit Paper Work Files
Contracts with Suppliers, Customers and Staf
Confirmation/ Representations from
Financiers, Debtors, etc.
and Acquisitions:
Personnel
Financial Operations
Marketing
Business Operations
Strategic
Alliances and
partnerships
Joint
Financial
Legal
Operational
Employees
Trade Unions
Shareholders
Creditors
Vendors
Customers
Government
Society
Planning
Phase
Data
Collection
Phase
Data Analysis
Phase
Report
Finalization
Phase
Planning Phase
Defining
the
Scope
Deciding
the Focus
Area
Finalizing
the Team
Structure
Clear
definition of
Responsibiliti
es
Defining
time
schedules
Sustainability of
Business
Financials
Competition
Management Team and Organizational
Culture Potential Liabilities
Technology
Existing market
potential Business to
Business fit
Timely
communicati
on of
information
Finalizing
templates
and tools
required
Should
Should
Should
Analysis
Helps
used
afairs of
company,
Uncovering of the target companys strong
and weak sides, relevant risks and
advantages in connection with the
transaction,
Minimizing the risk of unexpected situations,
Improvement of the sellers bargaining
position,
Identification of areas where representations and
warranties from the seller should be obtained in
the acquisition agreement.
Documents verified
Confidentiality
and
invention
assignment
agreements
with
employees
Tax and financial
documents
Public
procurement law.
Operational Due
Diligence:
Involves
business
daily processes and of how the business operates.
Analysis
Includes
Examples
IT Due
Diligence;
Involves scrutiny of IT systems and processes in
use and ascertaining better ways of deriving
value and leverage from IT assets
Involves:
by:
function
Determining HR's influence on the skills and motivation of the
workforce
Areas covered
Organizational
culture
Executive compensation and golden
parachute contracts
Collective bargaining agreements and
potential change of ownership liabilities
Defined benefit and contribution pension
plans
Postretirement benefits
Retention and severance plans
Health and welfare insurance structure and
reserves
HR functional structure and service delivery
Litigation Analysis
When one company sells or otherwise transfers all
its assets to another company, the successor is not
liable for the debts and tort liabilities of the
predecessor.
Successor may be liable, however, under
the following circumstances:
conditions
harassment/humiliation
pension, welfare, or other employee
benefits
wrongful termination
law
decisions
Dividend declaration
or Change duties to
minority shareholders
Proxy contents
General breach
of fiduciary duty
Executive
Inadequate disclosure
compensation (such as
golden parachutes)
Financial performance/
bankruptcy
Insider trading
M&A scenarios
(target, bidder)
Recapitalization
Share repurchase
Stock oferings
interference
contract
disputes
copyright/patent
deceptive
infringement
trade practices
meetings
needs to be done.
Record
Compliance
Also
Ensure
to Focus on Key
Issues
Failure
Any
Questio
ns
Please?
???