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Due Diligence Reviews

Negotiation and due diligence reviews for acquisitions

  • Develop a strategy for an acquisition/divestiture. Most of the value unlocked by acquiring a business depends on:
    • the strategy developed for the new business and
    • a detailed implementation plan so that the business does not just "continue as before"
  • Strategic acquisitions require a detailed strategy and action plan to be implemented to ensure that the goals set by the target company are met and exceeded
  • Busy managers often do not set in place the steps necessary to meet the vision that motivated the CEO to enter into the transaction
  • Negotiation of terms of acquisition/divestiture
  • A due diligence review is an in depth review of the business of the target company. Some of the benefits of performing a due diligence review are:
  • Minimize the risk of unpleasant surprises
  • Verify the assets to be acquired
  • Establish the liabilities included in the acquisition, especially those that are contingent or difficult to quantify or otherwise not disclosed in the financial statements
  • Verify that business is what you were "sold" i.e. search for unexpected and/or undisclosed issues that may affect the business post acquisition
  • Although often a due diligence review is done by the acquiring company, there are many other scenarios that require a due diligence review. E.g:
    • Extending a significant loan to a business
    • Entering into a joint venture
    • Entering into a partnership arrangement, whatever the legal structure
  • Liaison with lawyers, tax specialists, accountants and other professional advisors
  • Post acquisition implementation of strategy
  • A comprehensive due diligence review will be based on business expertise supported by a checklist that covers at least the following areas where applicable:
    • Objectives
    • General
    • Financial Statements
    • Financial Forecasts
    • Risk Management & Governance
    • Financing
    • Taxes
    • Human Resources
    • Legal
    • Environmental
    • Competition
    • Sales & Marketing
    • Operations
    • Research & Development & Technology
    • Capital structure

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