M&A Due Dilgence

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    M&A Due Dilgence - Presentation Transcript

    1. Due Diligence Glen E. Caplan
    2. What is Due Diligence?
    3. What is M&A Due Diligence?
    4. Business and Financial Issues
      • Can we do this deal?
      • On what price / terms can we do it?
      • Are we acquiring all of the necessary resources to operate the business?
    5. Legal Issues
      • Are we getting the assets we are paying for?
      • Are we aware of all of the liabilities that we are assuming?
      • Whose consent is required to close the deal?
      • Antitrust or other regulatory issues?
    6. Process
      • Due Diligence Request List received
      • Responsive materials delivered to Acquiror
      • Conference calls begin
      • Supplemental Request List received
      • Repeat process until your deal is done or nervous breakdown…
    7. Managing the Process
      • Be organized
        • Never too early to start!
        • Minutes and capitalization records up-to-date
        • Material agreements catalogued
        • Employee files accurate and complete
      • Set appropriate parameters
        • Date and $$$ thresholds
      • Be responsive
        • Leverage internal and external resources
    8. Conclusions

    + glencaplanglencaplan, 2 years ago

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    Presentation given on November 6, 2008 at the Hutch more

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