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.
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.
A presentation for subject MGMT90148 (Consulting Fundamentals) at Melbourne Business School.
Designed as an engaging look at strategic alliances as a tool in business. Highlights its application, effectiveness and a guide for what successful strategic alliances entail in the corporate world.
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.
Introduction to Business Angel Investing'Tomi Davies
This presentation is Based on the book “Angel Investing - The Gust Guide to Making Money & Having Fun Investing In Startups” by David S. Rose @davidsrose CEO of Gust and Founder of New York Angels angelinvesting.com
It is for a Masterclass designed for practising and potential business angels who want to understand the basics of angel investing. It is a comprehensive guide that walks students through every step of the way to becoming a successful angel investor.
The class exposes students to fundamental strategies and specific tools required to take full advantage of this rapidly growing asset class, from building your reputation as a smart investor, to negotiating fair deals and adding value to your portfolio of companies through to helping them implement smart exit strategies.
VC Fundraising Deck Template: Carta x Kauffman FellowsNihar Neelakanti
Carta and Kauffman Fellows present a venture capital fundraising deck template highlighting the various components a GP should include as part of their fundraising story to attract limited partners.
Startup Investing 101 - Learn how to invest in startups.
As one of the leading online startup investing marketplaces, Onevest's vision is to make investing in privately held companies easy by providing a gold standard in deal flow that matches your specific areas of interest. You tell us what you like, and we deliver just that.
Webinar Agenda
Top four most asked questions by newbie startup investors.
1. How do I compare startups to determine most attractive opportunity?
2. What type of due diligence should I do before making an investment?
3. What happens after I invest in the startup?
4. What type of return on investment can I expect?
This Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Strategy Consultants, after more than 3,000 hours of work. It is considered the world's best & most comprehensive Strategy Toolkit. It includes all the Frameworks, Analysis Tools & Document Templates required to excel in a Strategy position and define & implement a winning Strategy for your organization. This Slideshare presentation is only a small sample of our Toolkit. You can download the entire Toolkit at www.slidebooks.com
This Slideshare presentation is a partial preview of the full business document. To view and download the full document, please go here:
http://flevy.com/browse/business-document/business-case-development-framework-199
The Business Case is an instrumental tool in both justifying a project (requiring a capital budgeting decision), as well as measuring the project's success. The Business Case model typically takes the form of an Excel spreadsheet and quantifies the financial components of the project, projecting key metrics for making any important business decision: Net Present Value (NPV), Return on Investment (ROI), Payback Period, Cost of Investment.
If a project has been justified by the Business Case (both financially and non-financially) and receives the go-ahead from executives, the Business Case model is then continuously maintained and adjusted to track the project?s progress against the initial financial projections and assumptions. This model then becomes a working document used during the project management process.
This toolkit will detail the process of creating a robust Business Case. It also includes a working sample Business Case model (in Microsoft Excel).
Mergers and Acquisitions Framework PowerPoint Presentation Slides SlideTeam
If you are about to execute an M&A, our Mergers And Acquisitions Framework PowerPoint Presentation Slides can help you to focus on the right things. M&A involves buying selling and combing companies. Business valuation comprehensive PowerPoint deck helps you to present each and every aspect in detail as it contains set of professionally designed template such as key steps, company overview, business, and financial overview, determining new growth market, types of inorganic opportunities, M&A criteria, identify targets, balance sheet KPIs, cash flow statement, financial projections, key financial ratios, liquidity and profitability ratios, activity and solvency ratios, M&A synergy framework, company valuation methodologies, valuation results, business due diligence process, post-merger integration framework, challenges and performance tracker etc. The mergers and acquisitions are crucial as organizations moving towards an expansion. Download incredible M&A strategy PPT slide to save time in delivering an exceptional business presentation. Let nothing disturb your concentration. Our Mergers And Acquisitions Framework PowerPoint Presentation Slides will keep you focused.
A presentation for subject MGMT90148 (Consulting Fundamentals) at Melbourne Business School.
Designed as an engaging look at strategic alliances as a tool in business. Highlights its application, effectiveness and a guide for what successful strategic alliances entail in the corporate world.
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.
Introduction to Business Angel Investing'Tomi Davies
This presentation is Based on the book “Angel Investing - The Gust Guide to Making Money & Having Fun Investing In Startups” by David S. Rose @davidsrose CEO of Gust and Founder of New York Angels angelinvesting.com
It is for a Masterclass designed for practising and potential business angels who want to understand the basics of angel investing. It is a comprehensive guide that walks students through every step of the way to becoming a successful angel investor.
The class exposes students to fundamental strategies and specific tools required to take full advantage of this rapidly growing asset class, from building your reputation as a smart investor, to negotiating fair deals and adding value to your portfolio of companies through to helping them implement smart exit strategies.
VC Fundraising Deck Template: Carta x Kauffman FellowsNihar Neelakanti
Carta and Kauffman Fellows present a venture capital fundraising deck template highlighting the various components a GP should include as part of their fundraising story to attract limited partners.
Startup Investing 101 - Learn how to invest in startups.
As one of the leading online startup investing marketplaces, Onevest's vision is to make investing in privately held companies easy by providing a gold standard in deal flow that matches your specific areas of interest. You tell us what you like, and we deliver just that.
Webinar Agenda
Top four most asked questions by newbie startup investors.
1. How do I compare startups to determine most attractive opportunity?
2. What type of due diligence should I do before making an investment?
3. What happens after I invest in the startup?
4. What type of return on investment can I expect?
This Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Strategy Consultants, after more than 3,000 hours of work. It is considered the world's best & most comprehensive Strategy Toolkit. It includes all the Frameworks, Analysis Tools & Document Templates required to excel in a Strategy position and define & implement a winning Strategy for your organization. This Slideshare presentation is only a small sample of our Toolkit. You can download the entire Toolkit at www.slidebooks.com
This Slideshare presentation is a partial preview of the full business document. To view and download the full document, please go here:
http://flevy.com/browse/business-document/business-case-development-framework-199
The Business Case is an instrumental tool in both justifying a project (requiring a capital budgeting decision), as well as measuring the project's success. The Business Case model typically takes the form of an Excel spreadsheet and quantifies the financial components of the project, projecting key metrics for making any important business decision: Net Present Value (NPV), Return on Investment (ROI), Payback Period, Cost of Investment.
If a project has been justified by the Business Case (both financially and non-financially) and receives the go-ahead from executives, the Business Case model is then continuously maintained and adjusted to track the project?s progress against the initial financial projections and assumptions. This model then becomes a working document used during the project management process.
This toolkit will detail the process of creating a robust Business Case. It also includes a working sample Business Case model (in Microsoft Excel).
Mergers and Acquisitions Framework PowerPoint Presentation Slides SlideTeam
If you are about to execute an M&A, our Mergers And Acquisitions Framework PowerPoint Presentation Slides can help you to focus on the right things. M&A involves buying selling and combing companies. Business valuation comprehensive PowerPoint deck helps you to present each and every aspect in detail as it contains set of professionally designed template such as key steps, company overview, business, and financial overview, determining new growth market, types of inorganic opportunities, M&A criteria, identify targets, balance sheet KPIs, cash flow statement, financial projections, key financial ratios, liquidity and profitability ratios, activity and solvency ratios, M&A synergy framework, company valuation methodologies, valuation results, business due diligence process, post-merger integration framework, challenges and performance tracker etc. The mergers and acquisitions are crucial as organizations moving towards an expansion. Download incredible M&A strategy PPT slide to save time in delivering an exceptional business presentation. Let nothing disturb your concentration. Our Mergers And Acquisitions Framework PowerPoint Presentation Slides will keep you focused.
EY Valuation & Business Modelling - Luxembourg officeeyluxembourg
The need for transparent and robust valuations to support corporate transactions and to meet regulatory requirements has increased. Justifying the value of assets and liabilities has grown more complex and is increasingly critical for businesses. Our experienced valuation professionals ask the right questions and help you find the right answers.
Blockchain in capital markets and structured financeEY
The blockchain concept has generated a considerable amount of attention within capital markets, with discussions expanding into practical applications in securitization. Explore considerations around the application of blockchain in capital markets and the proposed applications of blockchain in structured finance.
Die DAX-Konzerne mussten 2016 24 mal ihre Prognosen korrigieren - Rekord. Welche Folgen das für die Unternehmen hat und warum es so schwer geworden ist, genaue Prognosen zu liefern, lesen Sie in einer neuen EY-Studie. Erfahren Sie auch, wie sich die Korrekturen an Gewinn- und Umsatzprognosen der 302 im Prime Standard notierten Unternehmen entwickelt haben.
European Banking Barometer – 2016: Seeking stability in an uncertain worldEY
The European Banking Barometer provides an overview of European banking industry, as well as the priorities banks will focus on over in 2016.
Now in its seventh edition, the latest survey consists of 250 interviews with senior bankers across 12 European markets.
Overall, the study shows that the European banking industry is taking measures to reposition for a long-term environment of low growth. But they mustn’t take their focus off the innovation agenda, if they want to lay the foundations for delivering sustainable returns in the years to come.
To find out more please visit http://www.ey.com/ebb.
Environmental Due Diligence and Managing Environmental Risk in Saskatchewan b...Monica Pollard
Saskatoon lawyer, Christopher J. Masich, presented at the recent Law Society of Saskatchewan Continuing Professional Development events in Saskatoon and Regina on Due Diligence & Legal Opinions. Chris provided a comprehensive discussion on the specific area of Environment.
Our latest #EY CFO study, Partnering for performance Part 5: the CFO and the chief executive officer (CEO), examines how the CFO’s relationship with their CEO has changed, and joint commitments required to strengthen their alliance. The study is based on a survey of 652 CFOs and interviews with CFOs and CEOs, and covers how leading CFOs and CEOs are partnering together on digital, M&A decisions, performance measurement and operating model redesign. To learn more visit: http://goo.gl/7dnWi6
EMLI Training-Legal Due Diligence for Acquisition Deal in Indonesian Mining P...EMLI Indonesia
Materi Legal Due Diligence untuk perusahan tambang di Indonesia yang disampaikan oleh Bapak Dendi Adisuryo dalam acara Kursus Intensif Hukum Pertambangan. Acara tersebut di selenggarakan oleh EMLI Trainig, yang hingga saat ini telah memiliki 1000 Alumini dari berbagai jenis latar belakang.
Third Party Due Diligence - Know Your Third Party - EY IndiaErnst & Young
Third party due diligence, forensic data analytics and frequent compliance audits form the basis of a strong monitoring system. For more details, visit http://bit.ly/1RQuEGB.
EY activities and solutions for insurers focusing on the emerging consumersEY
Outlining the opportunity for global carriers is a new report from EY and LeapFrog Investments, a profit-with-purpose private equity fund and the world’s largest dedicated investor in insurance and related financial services to low-income consumers in Africa and Asia. The report highlights the various components of operational excellence that will be required for success in tapping the emerging consumer market.
This presentation provides:
- an overview of the insurance sector in emerging markets
- the various drivers insurers need to focus on in order to effectively serve low-income customer segments
- key challenges and focus areas
- EY's customised solutions
For further information and to download a copy of the EY and Leapfrog report, "Operational excellence for insurers focusing on emerging consumers", visit: http://www.ey.com/GL/en/Industries/Financial-Services/Insurance/EY-Operational-excellence-for-insurers
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.
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
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.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
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.
Taurus Zodiac Sign_ Personality Traits and Sign Dates.pptxmy Pandit
Explore the world of the Taurus zodiac sign. Learn about their stability, determination, and appreciation for beauty. Discover how Taureans' grounded nature and hardworking mindset define their unique personality.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
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/
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.
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!
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
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
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.
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.
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.
"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.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
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.
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
3. Overview
1. What is legal due diligence?
2. How does a business deal focus and guide the due diligence
process?
3. The importance of legal due diligence being coordinated with
business due diligence.
4. How legal due diligence provides essential information to the
business transaction.
3
4. 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
4
5. 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’
CREATING A DUE DILIGENCE FRAMEWORK
property or interest?
• Will the client’s acquisition of target business help
them achieve their end objectives?
5
6. 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
6
7. Why due diligence?
• According to the B.C. CLE Due Diligence Deskbook, legal due
diligence consists of:
1. Document review
2. Regulatory approval
3. Statutory searches
4. Other steps dictated by transaction circumstances
7
11. 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.
11
12. 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.
12
13. 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
13
14. Legal Due Diligence Checklist
Securities Regulation and Issuances
• All securities filings, including exhibits, 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.
14
15. Legal Due Diligence Checklist
Securities Regulation and Issuances
• Stock option or purchase plans and forms of option or purchase
agreements which have been or may be used.
• 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.
15
16. 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.
16
17. 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.
17
18. Legal Due Diligence Checklist
• Material Contracts
• Agreements for loans to and any other agreements (including
consulting and employment contracts) with officers, directors or
employees, whether or not now outstanding.
• Schedule of all insurance policies in force covering property of the
Company and any other insurance policies such as "key person"
policies, director indemnification policies or product liability policies.
• Partnership, lease, option or joint venture agreements.
• Any other material contracts outstanding.
18
19. Legal Due Diligence Checklist
Financial Information
• All management letters or special reports by auditors and any
responses thereto.
• Federal, provincial and foreign returns (together with exhibits and
schedules thereto) filed by the Company. Also, a schedule describing
any ongoing tax disputes together with copies of reports,
correspondence, etc., relating to pending federal and provincial tax
proceedings, assessments, or investigations, etc. with regard to open
years or items.
• Copies of any tax agreements relating to the Company or any of its
Subsidiaries.
19
20. 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.
• Balance sheet with information concerning the tax basis of assets.
• Any accounting manuals or memoranda that would be helpful in
reviewing any of the requested documents.
• All letters from accountants of the Company regarding the Company’s
control systems, methods of accounting, etc.
20
21. 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).
• Letters of counsel in reply to auditors’ letters for the past 5 years.
21
22. 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.
• All documents and agreements that are evidence of other material
financing arrangements, including sale and lease back arrangements,
instalment purchase, securitisation arrangements, etc.
• Correspondence with lenders (including entities committed to lend)
including all compliance reports submitted by the Company, its
Subsidiaries and its accountants.
• Computations demonstrating compliance with covenants in existing
financing documents
22
23. Legal Due Diligence Checklist
Employee Compensation/Benefits Plans
• Copies of all domestic and foreign employee benefit plans including
(without limitation):
- equity compensation plans and forms of agreements executed
pursuant thereto.
- employee stock purchase plans.
- all Board resolutions adopting each equity compensation plan and
evidence of shareholders approval, where such approval was
obtained, of the equity compensation plans.
23
24. Legal Due Diligence Checklist
Employee Compensation/Benefits Plans
- all pension and deferred compensation plans, including qualified
pension plans of all entities acquired, even if such plans were
frozen or merged into other plans.
- form of promissory note used in connection with plan loans, as well
as any other administrative documents related to plan loans.
- form of election completed by participants to request a plan
distribution or hardship withdrawal, and any other administrative
form used in connection with the plans.
- employment agreements or severance agreements with officers or
key personnel.
24
25. Legal Due Diligence Checklist
Employee Compensation/Benefits Plans
- all plans, agreements or arrangements providing benefits
contingent upon a change in control.
- list of outstanding equity compensation awards, showing exercise
price and vesting.
- any material sales compensation plans or arrangements.
- fringe benefit and perquisite arrangements.
• List of existing and potential workers’ compensation claims.
• Description of any significant labour problems or union activities the
Company has experienced including any collective bargaining
agreements.
• Be cautious of foreign jurisdictions.
25
26. Legal Due Diligence Checklist
Patent, Trademark and Copyright Matters
• List of all foreign and domestic patents and patent licenses held by the
Company.
• List of any trademarks, trade names or service marks.
• List of any copyrights.
• 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.
• Any correspondence from third parties regarding potential
infringement of intellectual property right of others.
• Proprietary data.
• Any pending patents or trademarks.
26
27. Legal Due Diligence Checklist
Tangible Property
• List of real and material personal property owned by the Company.
• Documents of title, mortgages, deeds of trust and security agreements
pertaining to the properties listed in (a) above.
• List of any security interests in personal property.
• Documentation of significant acquisitions or dispositions of assets.
• Claims, concessions, permits, licences, leases (examine terms and
conditions).
27
28. Legal Due Diligence Checklist
Litigation and Audits
• All letters which have been sent to auditors in connection with year
end and current interim audits, including "litigation letters".
• Descriptions of (and reasons for) any change in accounting methods in
the past three years.
• Active litigation files, including letters asserting claims, complaints,
answers, etc.
28
29. 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.
29
30. 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.
30
31. 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).
31
32. 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.
32
33. 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.
33
34. 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.
34
36. Legal Due Diligence Checklist
Where does Legal Due Diligence get their information?1
• Site visits
• Written questionnaires
• Data room visits
• Disclosure letter
• Certificates of title
• Commissioning specialist reports
• Collection of public information
1Rankine,Denzil. “Chapter 5-Investigating the Target”, Acquisition Essentials: A step-by-step guide to smarter deals, E-Book
Accessible through the Carleton University Library website: Harlow, Prentice Hall, 2005, p. 110
36
41. 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
41
47. 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
47
57. 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
57
59. Denzil Rankine’s Insight into the Due
Diligence Process
“Due diligence. . .involves a lot of people digging up a lot of often
incomplete and conflicting information in a very short time. The
challenge for the person who commissions due diligence is to stay on
top of all this by not getting lost in the detail, having the insight and
experience to spot what is important and what is not...” – Denzil
Rankine, author of Acquisition Essentials: A step‐by‐step guide to
smarter deals2
2 Rankine,
Denzil. “Chapter 5-Investigating the Target”, Acquisition Essentials: A step-by-step guide to smarter deals, E-Book
Accessible through the Carleton University Library website: Harlow, Prentice Hall, 2005, p. 112
59