Due Diligence and the Business Transaction: Getting a Deal Done is a practical guide to due diligence for anyone buying or selling a privately held business or entering into a major agreement with another company.
When you're buying a business, it's wise to conduct due diligence. That's the process of investigating and verifying the firm's finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don't, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you to know about.
Conversely, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn:
How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal
How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation
How the results of due diligence may and often will change the elements of the final deal
How to draft due diligence documents so they protect your interests
What successful deals look like
Corporate attorney and due diligence expert Jeffrey W. Berkman interweaves critical action points, guidelines and procedural steps, case studies, and due diligence questionnaires, checklists, and documents. The veteran of many business deals, Berkman's advice will help you avoid business-crippling mistakes and make the best deal possible.
What you'll learn
The nature and purpose of due diligence
When you need to perform due diligence
Why it is important for sellers of a business or issuers in private placements to conduct due diligence before going to the market
How to scale the scope and breadth of due diligence, depending on the nature of the transaction
Who you need to involve when conducting due diligence
How to find landmines that may otherwise come back to wreck the business you just bought
How to best use the knowledge you gain through due diligence
Who this book is for
Due Diligence and the Business Transaction is for business people or organizations who are buying, selling, or investing in a business or engaging in joint ventures with other companies. It will help them understand how to gain critical information and use it wisely to get the best deal possible.
Table of Contents
- Title Page
- Apress Business: The Unbiased Source of Business Information
- About the Author
- CHAPTER 1: Introduction
- CHAPTER 2: What Is Due Diligence?
- CHAPTER 3: The Due Diligence Questionnaire
- CHAPTER 4: Tailoring Due Diligence to the Transaction
- CHAPTER 5: A Material Legal Issue Can Kill the Deal
- CHAPTER 6: Has Due Diligence Created an Opportunity to Improve the Deal Terms?
- CHAPTER 7: Applying Due Diligence Principles: The Franchise Purchase
- CHAPTER 8: Resolving the Issues
CHAPTER 9: The Due Diligence Process and Pragmatic Considerations
- Should the Parties Execute a Letter of Intent before Due Diligence?
- What Factors Determine the Scope of the Due Diligence Investigation?
- Who Should Be Part of the Due Diligence Team?
- What Kind of Research Should Be Conducted Separate from the Due Diligence Questionnaire?
- What Self-Imposed Due Diligence Should Be Conducted by the Seller?
- APPENDIX A: Due Diligence Plan for KMF Franchisee, LLC, Investment
APPENDIX B: Due Diligence Questionnaire for KMF Franchisee, LLC
- I. Corporate Organization
- II. Corporate Ownership Structure
- III. Financing Obligations
- IV. Financial Information
- V. Tax Matters
- VI. Contracts, Agreements, and Commitments
- VII. Intellectual Property and Technology
- VIII. Information Technology Systems and Networks
- IX. Privacy and Data Security
- X. Real Property
- XI. Personnel and Employment
- XII. Litigation and Claims/Legal Compliance
- XIII. Environmental Matters
- KMF Franchisee, LCC Personal Questionaire
- APPENDIX C: Due Diligence Questionnaire for Overlook, Inc.
- APPENDIX D: Due Diligence Questionnaire for ABB, Inc.
- Title: Due Diligence and the Business Transaction: Getting a Deal Done
- Release date: November 2013
- Publisher(s): Apress
- ISBN: 9781430250869