Due Diligence
Glen E. Caplan

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What is Due Diligence?

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What is M&A Due Diligence?

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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?

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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?

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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…

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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

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Conclusions