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老生常谈的尽职调查可以老树开新花
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- 2. 2 讲者 马可．马泽斯基律师 马泽斯基有限公司创办人 1.2017法律名人榜 (Who’s whoLegal) 意大利最受推荐的移民法律律师 2.注册於米兰律师协会 (1988) 3.25年以上的商业法和移民法执业经验 4.美国移民律师协会(AILA) 正式会员 5.国际律师协会 (IBA) 正式会员 6.Asian Business Research 亞洲商業 研究期刊編輯委員
- 3. 大纲 1. 什么是尽职调查，它为什么很重要? 2. 尽职调查的主要目标 3.法律尽职调查的要点 4. 不允许做的事 5. 案例研究
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- 11. 2007年，中信集团旗下子公司中信泰富斥资42亿澳元收 购了澳大利亚矿区的采矿权。中信证券没有广泛的DD， 且一些因素导致其收购后的大成本和必要的投资。中信 没有考虑到： • 中国人和当地工人文化差异造成的劳动问题 • 由于签证限制使用外籍劳工，中信无法使用中国劳动 力来减少劳动力成本。 •澳大利亚政府环境保护的费用。 • 澳大利亚政府将矿业税提高了40%。 5-2. 案例研究2 中信泰富投资澳大利亚铁矿山
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- 13. Avv. Marco Mazzeschi mm@mazzeschi.it +390057926921 www.mazzeschi.it MAZZESCHI S.R.L. 马泽斯基有限公司 意大利移民服务领导品牌
Editor's Notes
- #4 INDEX What is a Due Diligence and why is it important Main goals of a Due Diligence Tips for legal due diligence Things to avoid Case Studies
- #6 Why buy or invest in a company... without checking its accounts, liabilities and possible losses?
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- #8 Main goals of a Due Diligence if the TC business can be a value for the Buyer and can be integrated in the Buyer’s operations; if acquisition of TC can generate cost savings opportunities; To discover what are the possible hidden liabilities and/or losses that the TC could suffer after the acquisition; To avoid any other risks that Purchaser can have in purchasing TC
- #9 Tips for legal due diligence Set your goals; Make sure you have a clear idea of your objectives. Appoint local experts; Use local experts and use them wisely – They know local laws and customs and can give you some tips Agree a clear due diligence scope; draft a detailed questionnaire with each professional adviser at the outset Prepare an after Closing integration plan (put also in the title After closing integration plan) Be ready in advance with a clear plan on how to manage the TC – Put in place supervision on local managers
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- #11 Case Studies 1 TCL $ 560 Million acquisition of Thomson 中国TCL集团以5.6亿美元收购法国汤姆逊电器公司 TCL refused to hire M&A experts and did not conduct any DD. After acquisition, TCL: - realized that Thomson products were old and tired and that Thomson had suffered a $ 100 Million losses the previous year - did not have to assimilate Thomson’s people and did not have Chinese managers with adequate international experience. In the 2 years after acquisition Thomson accumulated $ 680 Million of losses and the third year TCL closed its European operations
- #12 Case Studies 2 - CITIC Pacific investment in Australian iron ore mines 中信泰富投资澳大利亚铁矿山 In 2007, CITIC Pacific, a subsidiary of the CITIC Group, purchased for 4.2 Billion AUSD the extraction rights in a mining area in Australia. CITIC did not carry an extensive DD and several factors resulted in a substantial increase of costs after and necessary investments after the acquisition. CITIC did not take into account: - labor issues caused by cultural differences between Chinese and local workers - high labor costs that CITIC could not bypass by using Chinese workforce, due to visa restrictions on the use of foreign workers - Costs deriving from Australian government’s environmental protection - Australian government increased mining taxes by 40%
- #13 Case Studies 3 Qianjiang Motors acquires Benelli Motorcycles 钱江汽车收购贝内利摩托车 Qianjiang Motors acquired Benelli Motorcycles, a small, family-owned Italian manufacturer of motorcycles from bankruptcy. Only the sales director, the part quality manager, and the managing director were transferred from China to Italy. Several post-merger integration issues including national cultural differences with respect to attitudes, lifestyles, and approaches to business management emerged. The accounting and management information systems of the two companies did not go through post-merger integration either.