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M&A Due Dilgence

  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