Due Diligence Glen E. Caplan

What is Due Diligence?

What is M&A Due Diligence?

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?

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?

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?

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?

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…

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…

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

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

Conclusions