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.
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.
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 - 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.
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.
Legal Due Diligence: Integrating the Legal and Business Parts of the ProcessNow Dentons
This presentation gives an overall look at the due diligence process. It examines the key details of the process and why it is critical for any transactions as well as covers topics including: how a business deal guides the process, the transaction structure, and identifying risks.
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.
Objectives & Agenda :
Issue by way of private placement of debentures provides a reliable source of finance to meet the long term funding needs of an enterprise. It can be issued by public and private companies. The webinar covers the statutory provisions under Companies Act, 2013 for issue of debentures on private placement basis, various procedures, compliance aspects involved and judicial precedents.
Trust Your Supplier - trust your product in the supply chain Mohan Venkataraman
Presented at BiTA Symposium 2020. The presentation talks about Trust Your Supplier - A blockchain based supplier qualification and identity platform, how it was overlay-ed and integrated with IBM Sterling Commerce platform to qualify suppliers during the Covid-19 pandemic. It also talks about trusting your product in the supply chain using IoT, ML, Digital Identity and Smart Tags.
Sumitomo Metal Mining Co.,- Hydrometallurgical Processing Plant For Low Grade...Archie Casey
The Project is located within the industrial facility of Rio Tuba Nickel Mining Corporation (RTNMC) in Brgy. Rio Tuba, Bataraza, Palawan.
Since 1977, RTNMC has been mining saprolitic nickel ores selling them to ferro-nickel smelters abroad. In more than 25 years of operation, it also generated mine wastes of about 25 million tonnes. Called low grade limonitic mine wastes, these are stockpiled around the mine area.
CBNC will process these stockpiles using the technology called HPAL or high pressure acid leach.
Legal Due Diligence: Integrating the Legal and Business Parts of the ProcessNow Dentons
This presentation gives an overall look at the due diligence process. It examines the key details of the process and why it is critical for any transactions as well as covers topics including: how a business deal guides the process, the transaction structure, and identifying risks.
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.
Objectives & Agenda :
Issue by way of private placement of debentures provides a reliable source of finance to meet the long term funding needs of an enterprise. It can be issued by public and private companies. The webinar covers the statutory provisions under Companies Act, 2013 for issue of debentures on private placement basis, various procedures, compliance aspects involved and judicial precedents.
Trust Your Supplier - trust your product in the supply chain Mohan Venkataraman
Presented at BiTA Symposium 2020. The presentation talks about Trust Your Supplier - A blockchain based supplier qualification and identity platform, how it was overlay-ed and integrated with IBM Sterling Commerce platform to qualify suppliers during the Covid-19 pandemic. It also talks about trusting your product in the supply chain using IoT, ML, Digital Identity and Smart Tags.
Sumitomo Metal Mining Co.,- Hydrometallurgical Processing Plant For Low Grade...Archie Casey
The Project is located within the industrial facility of Rio Tuba Nickel Mining Corporation (RTNMC) in Brgy. Rio Tuba, Bataraza, Palawan.
Since 1977, RTNMC has been mining saprolitic nickel ores selling them to ferro-nickel smelters abroad. In more than 25 years of operation, it also generated mine wastes of about 25 million tonnes. Called low grade limonitic mine wastes, these are stockpiled around the mine area.
CBNC will process these stockpiles using the technology called HPAL or high pressure acid leach.
Gold Road Resources Presentation, Investor Roadshow November 2013Symposium
Gold Road Resources (ASX:GOR) investor presentation at Symposium's Investor Roadshow in Sydney and Melbourne to over 250 attendees, November 2013. Presentation was given by Gold Road's Executive Chairman, Ian Murray.
Puerto Princesa Ecological Theatre Caravan 2009
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Community of Bagong Bayan, Simpucan, Tagabenit and Cabayugan
Puerto Princesa City, Palawan, Philippines
December 1 and 3, 2009
JohnsInvestmentChronicle My Approach to investing and 2014 so farJohn Rosier
My approach to investing and results for 2014 so far!
I launched JohnsInvestmentChronicle in January 2012. The JIC Portfolio is up 87.5% so far and 9.3% in 2014. I hold between 20 and 30 positions and am purely trying to make money. Invest across the size bands but focused on small and mid-cap. Roughly 25% in investment trusts to gain exposure to overseas markets and themes such as healthcare and biotech.
Private Equity Investing: The 5 Things you should Practice when Making a Deci...Ziad K Abdelnour
Raise your awareness: Incomplete information and lots of uncertainty leads to poor outcomes. Behavioral economics research has found that more information increases confidence, but decreases the quality of decisions. So, knowing the difference between raising awareness and more information is critical.
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Due Diligence - Roping the Wind for Dust Particles Now Dentons
In this presentation, FMC's Brian Abraham, Q.C., outlines the entire legal due diligence process including: the lawyers role vs. that of the company, the purpose of due diligence, as well as a step-by-step checklist of the process. Also addressed is how the transaction structure affects the due diligence process and identification and assessment of key risks.
Legal Issues and Regulatory Requirements for Business AcquisitionsLawPlus Ltd.
Types of Business Acquisitions
Legal Issues for Acquisitions of Shares
Legal Issues for Acquisitions of Newly Issued Shares
Legal Issues for Acquisitions of Assets
Latest Development of M&A Regulations
Legal Factors to Consider on Acquiring Businesses in Other AEC Countries
Commercial Property Due Diligence - a Lawyer's Practical GuideTom Meagher
In this we cover: Certificates of Title, Restrictions on Sale, Leases, Management & Maintenance, Physical aspects of the Property, Planning, Licensing & Environment and other related due diligence considerations
This talk describes the representations and warranties clauses in a typical business purchase contract, the clauses limiting time in which such clauses may be enforceable, the dollar limits on same, and other non-contract ways to enforce your deals, such as reps and warranties insurance, fraudulent transfer litigation, arbitration, and suits against negligent deal intermediaries
A Step By Step Guide To Growing A Technology Business The Legal Aspects O...lisaabe
Whether you are an entrepreneur or an investor, this presentation sets out the legal and business framework on How to Grow Your Technology Business into a profitable success!
Are you considering buying or acquiring an existing business. This presentation discusses 8 basic steps for you to consider when buying or acquiring a business in Australia so that you are highlighted to pertinent issues that can impact on the success of your purchase.
Whether you are a first time entrepreneur or an experienced buyer, each target business comes with its own unique circumstances and risks. At Owen Hodge Lawyers, we are able to provide you with insightful legal tips and guide you at every step so that you can make an informed decision about your purchase. Call us today at 1 800 770 780 or contact us via email at ohl@owenhodge.com.au to schedule a free consultation with our team of estate planning lawyers. We look forward to assisting you.
Foreign Workers, International Tax and Oil & Gas Market UpdateNow Dentons
In this presentation, FMC Partner Shawna Vogel and Associate Yasmeen Nizam team up with MNP Partner David Yager and Associate Kathy Bonazew to deliver information about foreign workers, international tax and oil & gas market updates. The following topics are discussed:
- We Need Foreign Workers Now
- New Developments in Permanent Residence Applications for Workers
- State of Canada’s Oil & Gas Industry and Future Employment Needs
- Taxation in Canada
In this presentation, FMC Partners Rob McDonald and Marlon Rajakaruna describe the importance of protecting your start-up company’s intellectual property (IP). The following topics are discussed:
- Types of Intellectual Property
- Patents
- Copyright
- Trade-marks
- Other Ways to Protect IP
- Protecting Your IP in Commercial Agreements
Privacy and Security in Mobile E-CommerceNow Dentons
In this presentation, FMC’s Timothy Banks describes the important issues to consider when thinking about privacy and security in mobile e-commerce. The presentation includes a discussion of the following topics:
- Outlines for M-Commerce
- Overview of Guidelines
- Special Issues (address book information, online behavioral tracking and analytics, geolocation data, children, and ongoing emerging issues)
- Transparency and Accountability in Design (consent, representations and disclaimers and applying Canada’s Anti-Spam Legislation)
- The three dimensions of M-Commerce
In this presentation, FMC’s Bernard Roth outlines the current trends in energy regulatory law. The presentation includes the following topics:
- Trends in Facilities Regulation
- Alberta Non-Utility Oil and Gas Facilities
- AER Structure
- Responsible Energy Development
- Federal Budget Legislative Changes
- Federal Fisheries Act
- Navigable Waters Protection Act
- Canadian Environmental Assessment Act
- Trends in Utilities Regulation
- Performance Based Regulation for Alberta Utilities
In this presentation, FMC’s Bill Gilliland and Dan Shea discuss deal points relating to survey of deals and deal terms, including:
• Survey
• Material Adverse Change
• Non-solicitation and Superior Proposals
• Regulatory Approval Language
• Break Fees
• Expense Reimbursement
• Go-Shop Provisions
In this presentation, FMC’s Doris Bonora and Mark Woltersdorf outline the important considerations when planning before death, including:
- Power of Attorney
- Personal Directive
- Farm Tax Planning
- Estate Freeze
- Wills
Risk Apportionment in the Purchase and Sale TransactionNow Dentons
In this presentation, FMC’s Leanne Krawchuk discusses risk apportionment in the purchase and sale transaction, including:
- Representations and Warranties
- Indemnity Clauses and Limitations
- Purchase Price Adjustments and Holdbacks/Escrow
- Maximize the Value Proposition
- Due Diligence
Letters of Intent - Tips and Traps for Commercial LawyersNow Dentons
In this presentation, FMC’s Heather Barnhouse discusses the purpose of a letter of intent (LOI) and the common issues with LOI. She then discusses a relevant case (IHAG – Holding A.G. c. Intrawest Corporation, 2009 QCCS 2699) and provides an overview of the lessons learned and future application.
Protect you Rights and Avoid Liability! Current Developments and Major Implic...Now Dentons
In this presentation, FMC's Margot Patterson discusses current developments and major implications for IP legal guidelines in advertising, including:
1. Changing Copyright Rules: User Generated Content
2. How Social Media is changing your marketing practices and how you protect your brand
3. Yours, Mine and Ours: Best practices for third-party content (partners & consumers)
In this presentation, FMC's Alan Hutchison discusses Preliminary Economic Assessments (PEAs) by going over the recent focus on PEAs, providing important considerations, and going through 4 different scenarios related to PEAs.
An Introduction to Legal Aspects of Customer Acquisitions for StartupsNow Dentons
In this presentation, FMC’s Gal Smolar discusses an introduction to the legal aspects of customer acquisitions for startups. The presentation focuses on customer acquisitions, acquisition contracts, trends, right to data, restrictive covenants, exclusivity, joint development and customer acquisition tips.
Gal Smolar is a partner in FMC’s Vancouver office. Gal is a Practitioner of Foreign Law and brings to Fraser Milner Casgrain his broad international experience in commercial and corporate law and in particular in the field of technology.
Update on Hydraulic Fracturing:Preparing for Gasland 2Now Dentons
In this presentation, FMC Law's Alex MacWilliam discusses hydraulic fracturing. The presentation covers the hydraulic fracturing process; the legislative and regulatory management of key issues related to hydraulic fracturing; liability issues in fracturing litigation; finally, lessons and trends related to hydraulic fracturing.
In this presentation, V. Peter Harder describes why Canada engages with China, while Rob McDonald and Margot Patterson outline the changes to copyright laws in Canada.
In this presentation, Rob McDonald and Stephen Parker discuss the following topics related to intellectual property:
- IP Due Diligence in Commercial Transactions
- Common IP Disputes that Arise in Business
- The New Copyright Modernization Act
In this presentation, Rob McDonald outlines the key amendments to the Copyright Act and explains how Canada's copyright laws will change with the new Copyright Modernization Act.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
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⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
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➢ Korean President visits Samsung Electronics R&D Center
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"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
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.
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.
Remote sensing and monitoring are changing the mining industry for the better. These are providing innovative solutions to long-standing challenges. Those related to exploration, extraction, and overall environmental management by mining technology companies Odisha. These technologies make use of satellite imaging, aerial photography and sensors to collect data that might be inaccessible or from hazardous locations. With the use of this technology, mining operations are becoming increasingly efficient. Let us gain more insight into the key aspects associated with remote sensing and monitoring when it comes to mining.
RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
Marvin neemt je in deze presentatie mee in de voordelen van non-endemic advertising op retail media netwerken. Hij brengt ook de uitdagingen in beeld die de markt op dit moment heeft op het gebied van retail media voor niet-leveranciers.
Retail media wordt gezien als het nieuwe advertising-medium en ook mediabureaus richten massaal retail media-afdelingen op. Merken die niet in de betreffende winkel liggen staan ook nog niet in de rij om op de retail media netwerken te adverteren. Marvin belicht de uitdagingen die er zijn om echt aansluiting te vinden op die markt van non-endemic advertising.
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
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.
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.
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.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
2. What is due diligence?
• Due diligence is an important step toward the acquisition of a
business – assets, property interests, shares, and/or mixed
elements
• It is a process by which clients, lawyers and other advisors try
to learn as much as possible about a target business or
property before committing funds to enter into an option;
joint venture lease
• Legal due diligence is just one element of due diligence
process
2
3. Why due diligence?
• Lawyer’s role in due diligence is to ensure
achievement of client objectives
• Why does the client want to acquire the ‘target’
property or interest?
• Will the client’s acquisition of target business help
them achieve their end objectives?
3
5. Different purposes for due diligence
• Some due diligence is “target” focused, this type of
investigation attempts to address the risks and or issues
regarding what is being acquired
– e.g. existence of underlying agreements,
i.e. royalties
• Transactional due diligence addresses the risks and or issues
concerned with getting the deal done
– e.g. loan agreement requires consent of third parties for
transaction, original owner
5
8. Legal Due Diligence Checklist
Basic Corporate Documents
• Bylaws, including all amendments.
• Articles of Incorporation, including all amendments.
• Minutes of all meetings of directors, committees of directors and
shareholders, including copies of any written notices (if given) or
waivers thereof and any written consent to action without a meeting
within the past five years.
• List of all provinces, states and countries where property is owned or
leased or where employees are located, indicating in which provinces,
states and countries the Company is qualified to do business.
8
9. Legal Due Diligence Checklist
Basic Corporate Documents
• Copies of any voting trust, shareholder or other similar agreement
covering any portion of the Company’s shares.
• Copies of all agreements relating to repurchases, redemptions,
exchanges, conversions or similar transactions.
• Copies of all agreements containing registration rights or assigning
such rights.
• Copies of all agreements containing pre‐emptive rights or assigning
such rights.
• All quarterly and annual reports, proxy materials and any other
communications to the Company’s shareholders within the past five
years.
• List of all subsidiaries.
9
10. Legal Due Diligence Checklist
Searches
• Applicable registries/names/jurisdictions
• Local advice is critical – even in Canada!
• Mining Recorder or equivalent
• Land Offices e.g. BLM, County
10
11. Legal Due Diligence Checklist
Securities Regulation and Issuances
• All securities filings within the past five years.
• Agreements relating to sales of securities by the Company including
any private placement memoranda or other offering circulars within
the past five years.
• Stock option or purchase plans and forms of option or purchase
agreements which have been or may be used.
11
12. Legal Due Diligence Checklist
Securities Regulation and Issuances
• All securities permits, registrations, notices of exemption and consents
for issuance or transfer of Company’s securities and evidence of
qualification or exemption under other applicable securities laws.
12
13. Legal Due Diligence Checklist
Shareholder Information
• Records setting for all issuances or grants of stock, options and
warrants by the Company, listing the names of the issuees or grantees,
the amounts issued or granted, the dates of the issuances or grants,
the number of shares presently exercisable (if applicable) and the
consideration received (or to be received) by the Company in each
case.
13
14. Legal Due Diligence Checklist
• Material Contracts
• Property agreements, areas of interest, consents, royalties, clawback
rights, right to market product
• Confidentiality agreements
• Strategic alliance agreements
• Bank line of credit agreements, including any amendments, renewal
letters, notices, waivers, correspondences, etc.
• Other material agreements evidencing outstanding loans to or
guarantees by the Company, including correspondences.
• Material contracts with suppliers, manufacturers or customers. Please
indicate which suppliers are sole source.
14
17. Legal Due Diligence Checklist
Financial Information
• SEDAR, EDGAR, quarterly, MD &A, AIF’s, Annual Reports, News
Releases
• All audited and unaudited financial statements of the Company,
including balance sheets, income statements and statements of
changes in financial position.
• All letters from accountants of the Company regarding the Company’s
control systems, methods of accounting, etc.
17
18. Legal Due Diligence Checklist
Financial Information
• Recent analyses of the Company or its industries prepared by
investment bankers. engineers, management consultants, accountants
or others, including marketing studies, credit reports and other types
of reports, financial or otherwise. Company projections for future
periods.
• Company projections for future periods.
• Any special reports by auditors (e.g., as to control procedures).
18
19. Legal Due Diligence Checklist
Financial Information
• List of all fixed assets of the Company and its Subsidiaries together
with depreciation schedule if available.
• Bank letters or agreements regarding lines of credit.
19
20. Legal Due Diligence Checklist
Employee Compensation/Benefits Plans
- Employment agreements or severance agreements with officers or
key personnel.
- Copies of domestic and foreign employee benefit plans.
- Change of control provisions.
- Workers compensation claims.
- Labour/union agreements.
- Be cautious of foreign jurisdictions.
20
21. Legal Due Diligence Checklist
Patent, Trademark and Copyright Matters
• List of all foreign and domestic patents and patent licenses held by the
Company.
• Copies of all material agreements for licensing of Company technology
to third parties.
• Copies of all material agreements for licensing of technology from
third parties.
• Proprietary data.
• Any pending patents or trademarks.
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22. Legal Due Diligence Checklist
Tangible Property
• List of real and material personal property owned by the Company.
• Claims, concessions, permits, licences, leases (examine terms and
conditions).
• Security interests.
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24. Legal Due Diligence Checklist
Litigation and Audits
• Any material litigation settlement documents.
• Any decrees, orders or judgements of courts or governmental
agencies.
• Information regarding any material litigation to which the Company is
a party or in which it may become involved.
• Property expenditures, write‐offs particularly with the advent if IFRS.
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25. Legal Due Diligence Checklist
Environmental
• Schedule of all instances in the past in which the Company has
corrected unsafe working conditions.
• Schedule of all permits, certificates, registrations or approvals
obtained from any governmental body responsible for environmental
or health regulation.
• Any notices of violation or requests for information that have been
received or threatened at any time for alleged failure of any facility to
comply with applicable environmental laws, permits, certificates,
registrations or approval.
25
26. Legal Due Diligence Checklist
Environmental
• Schedule of any environmental problems, conditions or issues known
to the Company concerning the Company’s business or any known
violations or potential violations of applicable environmental laws.
• Schedule of any discharges or releases of Hazardous Materials into the
environment by the Company.
• Schedule of the location, size and contents of any underground or
aboveground storage tanks or PCB transformers owned or used by the
Company.
• Description of all hazardous wastes that are disposed of on and off site
by the Company and a description of the procedures for disposal of
such wastes (including a list of all disposal sites and transporters).
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27. Legal Due Diligence Checklist
Environmental
• Description and status statement of all completed, pending or
threatened regulatory, judicial or administrative actions relating to the
Company.
• Description and status statement of any investigation, remediation,
removal or monitoring actions relating to any of the Company’s
facilities.
• Environmental assessments, reports or audits performed by the
Company or any other party relating to any of the Company’s facilities
or operations.
• Schedule of Hazardous Materials management plans, emergency
response plans, inventory reports, and other environmental reports,
policies and notices required by environmental law to be filed by the
Company with any governmental body.
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28. Legal Due Diligence Checklist
Management
• Founders agreements, management employment agreements,
indemnification agreements, and "golden parachute" agreements, if
any.
• Schedule of all compensation paid in the most recent fiscal year to
officers, directors and key employees showing separately salary,
bonuses and non‐cash compensation (e.g. use of cars, property, etc.).
• Bonus plans, option agreements, retirement plans, pension plans,
deferred compensation plans, profit sharing and management
incentive agreements.
• Agreements for loans to and any other agreements (including
consulting and employment contracts) with officers or directors,
whether or not now outstanding.
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29. Legal Due Diligence Checklist
Management
• Organizational chart.
• Extensive, broad scope.
• Starting point for planning legal investigation.
• Cost limitations.
• Effective use of time available.
• Legal investigation needs to be focused.
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36. Key Due Diligence Points
Due diligence is a responsive multi‐stage process
This investigation must be as thorough as possible to accurately assess the
‘‘target’’ acquisition or transaction within the particular timeframe, cost,
and client constraints
Due diligence is a value driven process because it serves to further inform
both the acquirer and the “target” of the appropriate “target’’ value
Comprehensive due diligence exposes unexpected or unknown liabilities
before the deal is closed and offers an opportunity for both sides to re‐
assess the preliminary agreement terms
36
40. Types of Due Diligence – Functional Types
Legal due diligence
Financial due diligence
Accounting due diligence
Operational due diligence
Technical due diligence
Environmental due diligence
Tax due diligence
Regulatory due diligence
Legal element to all types of due diligence
Country risk
Political risk
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46. Public Data Sources
British Columbia
• Mining recorder
• Minfile
• Registrar of Companies
• Minute books
United States of America
• County records
• BLM records
• Exercise caution, affidavits, work records
Other countries
• Central mines registries
Mexico
• Digitizing records
46
49. Mining Considerations
Confidentiality agreements
Proprietary data
Professional obligations to disclose
Overlapping agreements
Technical matters need experts
Access to key people
Material undisclosed information
Cultural differences
Areas of Interest
Strategic Alliances
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52. Mining Considerations (continued)
Due diligence request list
corporate structure
articles, by‐laws
indebtedness
property interests
mineral projects
ownership
contracts
company rights
access
infrastructure
rights of mineral owner and third parties
third party consents
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