This document discusses due diligence in the context of mergers and acquisitions. Due diligence involves examining a potential target company to assess key questions like whether to buy the company, how much to pay, and how to structure the acquisition. It helps maximize value for shareholders by identifying issues, obtaining information, analyzing risks, and suggesting solutions. Conducting thorough due diligence across financial, legal, operational and other areas can help identify risks and prevent failures of mergers and acquisitions. It is important to compile a comprehensive due diligence checklist to ensure a full investigation of all relevant business aspects.
Due Diligence - What You Don’t Find Out Will Hurt YouNow Dentons
This presentation focuses on the details of the due dilligence process. It covers the definition and role of due dilligence, provides a legal due diligence checklist and gives an overview of key due dilligence points and mining considerations.
Watch full webinar here: http://www.firmex.com/Due-Diligence-Best-Practices-and-Pitfalls-sign-up/
LOIs and NDAs signed. Now art meets science with the legal, financial and strategic review of the business. How do you test the value proposition and identify potential risks? Select the best tools to streamline the process? And prepare for regulatory and legal compliance issues arising from legislation like FCPA? Learn what it takes to avoid pitfalls that plague even the most experienced due diligence experts.
Due Diligence - What You Don’t Find Out Will Hurt YouNow Dentons
This presentation focuses on the details of the due dilligence process. It covers the definition and role of due dilligence, provides a legal due diligence checklist and gives an overview of key due dilligence points and mining considerations.
Watch full webinar here: http://www.firmex.com/Due-Diligence-Best-Practices-and-Pitfalls-sign-up/
LOIs and NDAs signed. Now art meets science with the legal, financial and strategic review of the business. How do you test the value proposition and identify potential risks? Select the best tools to streamline the process? And prepare for regulatory and legal compliance issues arising from legislation like FCPA? Learn what it takes to avoid pitfalls that plague even the most experienced due diligence experts.
This presentation gives an in-depth look at the comprehensive due diligence process. It covers the framework for due diligence, its purpose, and types. This presentation is incrediably valuable for anyone doing or looking to do transactional work.
Due Diligence - Looking for Gold in the PaperNow Dentons
This presentation focuses on the details of the due dilligence process. It covers the definition and role of due dilligence, provides a legal due diligence checklist and gives an overview of key due dilligence points and mining considerations.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Significance of due diligence as a procedure reportRuchita Sangare
This is my Final Year project for Distance Post Graduation in Finance from Welingkar Institute of Management.
It helps understand Due Diligence with case studys.
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Corporate governance is "the system by which companies are
directed and controlled". It involves regulatory and market
mechanisms, and the roles and relationships between a
company’s management, its board, its shareholders and other
stakeholders, and the goals for which the corporation is
governed. In contemporary business corporations, the main
external stakeholder groups are shareholders, debt holders,
trade creditors, suppliers, customers and communities affected
by the corporation's activities. Internal stakeholders are the
board of directors, executives, and other employees.
This presentation gives an in-depth look at the comprehensive due diligence process. It covers the framework for due diligence, its purpose, and types. This presentation is incrediably valuable for anyone doing or looking to do transactional work.
Due Diligence - Looking for Gold in the PaperNow Dentons
This presentation focuses on the details of the due dilligence process. It covers the definition and role of due dilligence, provides a legal due diligence checklist and gives an overview of key due dilligence points and mining considerations.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Significance of due diligence as a procedure reportRuchita Sangare
This is my Final Year project for Distance Post Graduation in Finance from Welingkar Institute of Management.
It helps understand Due Diligence with case studys.
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Corporate governance is "the system by which companies are
directed and controlled". It involves regulatory and market
mechanisms, and the roles and relationships between a
company’s management, its board, its shareholders and other
stakeholders, and the goals for which the corporation is
governed. In contemporary business corporations, the main
external stakeholder groups are shareholders, debt holders,
trade creditors, suppliers, customers and communities affected
by the corporation's activities. Internal stakeholders are the
board of directors, executives, and other employees.
Basic understanding of Cross-Border M&A
Mai Doan
20 May 2014
Why use M&A strategy?
From the buyer side:
To enter a new market
To have network foundation
To secure control over the business
Why use M&A strategy?
From the seller side:
<49%:>49%: because they can!!!
100%: to retire, get the cash and move to another business
How do they do that?
Horizontal acquisition: same industry
M&A between companies in the same industry
Vertical acquisition: in the supply chain
M&A between companies in different stages of the supply chain or distribution channels.
Related acquisition: related industry
M&A between companies in highly related industries.
Wait, so what is M&A?
M&A= Merge and Acquisition
Just another corporate strategy?
(There are different levels in an M&A transaction based on how it is done.)
Merge: Company A and Company B are willing to comes together co-equal basis.
Acquisition: Company A buys Company B’s stock in order to have management control.
Take over: Company B could not resist being hostile take over by Company A.
How about cross-border M&A?
Still exactly the same thing but more complicated because:
It’s a cross-border transaction.
Legal barriers are more complex.
The gap between business cultures is larger.
And so many other things needed to be considered.
For those who are still being confused out there, cross-border M&A is a concept in which…
It’s an international “marriage” between two companies to form a “family”.
The two parties will be responsible for the “family” finance and management strategies.
The two parties will share the profit/loss accordingly.
Cross-border M&A between Japan and Vietnam in 2013-2014
Here is just a review
Cross-border M&A really helps to overcoming entry barriers into new market.
It also saves cost but adds more skills and capability for new product development.
And it definitely create added-value and reshapes your competitive scope.
Thank you!!!
The concept of M&A and all the “tricks” along with it have been written in piles and piles of books. Please note this presentation serve the purpose to simplify the idea of cross-border M&A for a clueless person like myself. Hope it helps to introduce you to this fun and exciting remarks of the finance industry. I’m looking forward to having more to add on this topic. Anyhow, good luck!!!
A Study on the Importance of Corporate Restructuring Approaches in MalaysiaValerie Sinti
No one can deny the importance of change management. Most corporate bodies that endure over an extended period need to adapt to changing circumstances. During recent financial crisis, such changes were sudden and completely unexpected. Even when changes are ongoing many organizations frequently fail to recognize them and to make the necessary changes in good time. It is these failures that lead for the need of corporate restructuring.
Recent trends show that in spite of economic uncertainties cross border merger and acquisitions are gaining importance and considered to be a vital tool for growth. Read on to understand all about cross border mergers and acquisitions with the help of an case study.
An organization which is diligence ready, will be adhering to all the corporate Secretarial & Corporate governance norms thereby meeting the expectations of all stakeholders.
Due diligence is a process of thorough and objective examination that is undertaken before entering into major transactions such as mergers and acquisitions, issuing new stock or other securities, project finance, securitization etc.
One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of existence of unknown liabilities or risks. The exercise is multi-dimensional and involves investigation into the business, financial, accounting, tax, legal matters, compliance’s apart from reviewing policies, internal controls.
WE UNDERTAKE FINANCIAL, SECRETARIAL AND STATUTORY DUE DILIGENCE.
Due diligence refers to the in-depth research and analysis of a business or an individual should undertake before entering into an agreement with another party. The agreement could be a business partnership, investment or a bank loan. Due diligence allows you to understand the value of another party and if there are any potential issues. You should obtain all the necessary information to make sure that the deal is good rather than a costly mistake.
To assess the target company’s assets, capabilities and financial performance there are more than 20 angles of due diligence, but below we have considered some of the main types:
DUE DILIGENCE SERVICES
Administrative Due Diligence
FINANCIAL DUE DILIGENCE
This is one of the most important types of Due Diligence. It helps to verify whether the financial status showcased in the CIM (Confidentiality Information Memorandum) is accurate or not. It gives a thorough understanding of all the company’s financial whereabouts that includes last three-year financial statements, company’s projections, recent unaudited financial statements, debtors, creditors, schedule of inventory, capital expenditure plan, etc.
This process also involves analysis of fixed and variable cost, profit margin, Major customer accounts and comprehensive investigation of internal control procedures. To receive more accurate projections Financial Due Diligence additionally examines the company’s sales pipeline and order book.
ASSET DUE DILIGENCE
In this type of due diligence, you will get the complete report of the detailed schedule of fixed assets and their location. If possible physical varication of the location is also performed. Verification also includes an in-depth report of sales and purchases of capital equipment, all lease agreements of the equipment, title policies, mortgages, real estate deeds and used permits.
HUMAN RESOURCES DUE DILIGENCE
Human resources DD is very extensive and includes the following
It provides the analysis of a total number of employees, current vacancies, employees serving the notice period and people due for retirement.
It includes an examination of current salaries, years of service and bonuses offered in the last three years.
You also get the details about the non-disclosed employee contracts, non-competition and non-solicitation agreements between the employee.
On Thursday, December 2nd, Mr. Alan Stewart presented at Watkins Meegan's Monthly Lunch & Learn Series that takes place at the Tower Club in Tyson's Corner, VA. Mr. Stewart spoke about "CFO M&A Strategies & Experiences" to a packed room. As the former CFO of ICF, Mr. Stewart helped grow the company's annual revenue six-fold and completed 10 acquisitions successfully. To attend a Watkins Meegan Lunch & Learn email Andrea Contres at Andrea.Contres@WatkinsMeegan.com.
Jeff Sneddon has attended every GRO-Biz conference. He is a wealth of knowledge when it comes to government contracting! Learn the basics on government contracting.
Overview of Sapient Services' due diligence offerings.pdfSapient Services
Sapient Services offers diligent and meticulous due diligence service, providing clients with comprehensive assessments and insights into potential investments, partnerships, and business transactions.
Visit - https://sapientservices.com/due-diligence.php
Our Due Diligence team helps you assess businesses in Dubai and across other emirates in the UAE to provide you with information relevant to making decisions on such transactions.
Check out how importance due diligence and background check for your business in Indonesia.
You can also check the complete article here: http://www.cekindo.com/due-diligence-and-background-check-in-indonesia.html
If you have any further question related to getting halal certificate in Indonesia, don't hesitate to contact us through email to info@cekindo.com or phone 021 - 80660999
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
This PowerPoint presentation is only a small preview of our Toolkits. For more details, visit www.domontconsulting.com
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
Looking for professional printing services in Jaipur? Navpack n Print offers high-quality and affordable stationery printing for all your business needs. Stand out with custom stationery designs and fast turnaround times. Contact us today for a quote!
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
Know more: https://www.synapseindia.com/technology/mean-stack-development-company.html
B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
1. Due Diligence in Merger
and Acquisition
Jyotsna Chaturvedi
Senior Associate
MAHESHWARI & CO.
Advocates & Legal Consultants
Telephone: 91-11-2610 1906
Fax: 91-11-2617 1201
E-mail: jyotsna@maheshwariandco.com
2. Due Diligence in context of M & A
Due Diligence can be defined as the examination of a
potential target focusing on material future matters for
aiming to make an acquisition decision via the principles
of valuation and shareholder value analysis and getting
answers to key questions, including:
Do we buy ?
How much do we pay?
How do we structure the acquisition
3. Need for Due Diligence
The standard puts the onus on the buyer to conduct a
thorough investigation to ensure he is receiving the
benefit of the bargain. due diligence satisfies the
officers' and directors' fiduciary duty to make sure any
decision made will maximize value for existing
shareholders.
A due diligence audit is the equivalent of checking
references before hiring. In general, a due diligence
audit focuses on information outside of what is freely
presented.
4. Advantages of Due Diligence
Maximise Synergy
Develop Additional Negotiating Leverage
Identify, Access and reduces risk
Improve/validate valuation process
7. Contd.
All these could be avoided by conducting proper due
diligence what we also call 360-Degree Due Diligence
(360 3D).
It is a process with a comprehensive approach that
engages all the relevant disciplines in order to address
all the key issues that are embedded in the target to be
acquired.
9. Steps of Due Diligence
Compiling of Due Diligence Checklist
Procuring Detailed Information/Documents as per the
checklist
Analyzing of Information/Documents
Critically evaluating the analyzed information
Preparing of a Report with suggestive actions
10. Compiling of Due Diligence
Checklist
Compiling a due diligence checklist is a resourceful tool
when undergoing a merger and acquisition. The checklist
assists in covering all business components to ensure
that a proper investigation is performed in order to
prevent any delays or complications for the involved
parties.
12. Corporate Compliances
Complete Group Structure and inter group transactions
Nature of Business of all with their status i.e. dormant or
active
Last three years financials of all as submitted to ROC,
SEBI and SE
Statutory Registers and Minutes Books
List of all loans (inter-corporate or otherwise), agreed
limits, current outstanding and copies of all agreements
and other governing documents and Government/RBI
approvals, as applicable.
13. Corporate Contd.
Particulars of any debentures, debenture stock, term
loans or other financing arrangements and copies of all
agreements and other governing documents.
Copies of all outstanding mortgages, charges, liens or
similar arrangements, affecting the company or any of its
assets, position of registration of charges with ROC
14. Property/Leases
Title verification of purchased and leased properties.
Land use/ sanctioned plan compliances.
Utilities (electricity/water) compliances.
Examination of leases to ensure Company’s interests is
adequately protected with no hidden potential liabilities.
Proper stamping and registration of property documents
Municipal taxes and local tax compliances
15. Litigation, Investigation &
Claims
Review of all investigations, legal action, disciplinary
proceedings (including pending or threatened) against
the Company and its Directors since its incorporation, by
governmental or other bodies or individuals or
organizations.
Review of any order, judgment or decree of any Court,
governmental or regulatory body to which the Company
is associated or by which it is bound.
Review of dispute/proceedings, if any, pending before
any quasi-judicial authorities.
16. Litigation Contd.
Review of any current litigation/arbitration or other
disputes in which the Company is presently involved or
may become involved or any settlements entered into
with respect to any litigation.
17. Intellectual Property Rights
Review of all copyrights, trademarks, service marks,
patents and other intellectual property (including all
applications thereof) owned/licensed/assigned/registered
and copies of all agreements and instruments relating
to/involving the acquisitions, assignment, licensing,
ownership and registration thereof.
Review of all non-disclosure agreements and/or
confidentiality agreements executed by the Company.
18. Labour/HR Compliances
Business activities, office locations & hours of work for
each office of the Company.
Details regarding outsourcing/contract labour:
Do the contractors / outsourcing agency pay wages,
control and supervise their employees, grant leave, do
performance appraisal, take disciplinary action and
otherwise perform all the functions of an employer qua
their employees?
Whether the Company is exempted from complying with
any Labour Legislations.
19. HR Contd.
Details of registration of the Company with various
statutory authorities (if applicable) for e.g. ESI, PF,
and
Miscellaneous
Provisions
Act,
Industrial
Employment Standing Order’s Act, Shops &
Establishment Act , Factories Act .
How is Provident Fund being paid to the employees
employed by the Company? Details of company’s
contribution to Employees Provident Fund along with the
rates and proof of upto date payment.
Details of Bonus etc. if any of the Company.
20. Environment
Licences, permissions, authorizations and consents from
environmental authorities
Details of any breach of any law, code
Details of any environmental management committee
reports (if any)
Hazardous materials, spills, emissions etc. of the
Company
21. CCI in M & A
All M & A with combined turnover of Rs
4,500 crore or more will require approval
of CCI from June 1, with an objective to
safeguard interests of consumers and
promote industrial growth
22. Some major Failures
Survey conducted by McKinsey and company shows that
many parent companies often over estimate the value of
target company due to lack of due diligence.
In 1998 the German auto car maker Damlier Benz
merged with Chrysler Group for a value of $36 billion. It
was perceived to be a merger between equal but after a
few years, the value of Chrysler fell to a mere $7.4 billion
and the merger had proved to be a failure
The failure was attributed to inability to conduct due
diligence It over estimated the value of the target
company which led to the merger being unsuccessful.
23. How due diligence saved a company
from big fraud
A small Canadian exploration firm, Bre-X Minerals Ltd.,
announced that it had made one of the world's largest
gold discoveries containing some 3-4% of the world's
reserves which soared the value of Bre-X shares giving
the company a market capitalization higher than that of
several major mining companies.
Eventually, Bre-X proposed to form a partnership with
Freeport-McMoRan, a U.S. company. Before making a
firm commitment, Freeport insisted on carrying out due
diligence.
24. Contd.
The results shook the mining industry; Bre-X contained
no significant gold After the scam was uncovered, the
Bre-X share price crashed, and disgruntled shareholders
(who lost about $3 billion) began taking legal action
against the company.