O'Reilly logo

The AMA Handbook of Due Diligence by Andrew J. Sherman, William M. Crilly

Stay ahead with the world's most comprehensive technology and business learning platform.

With Safari, you learn the way you learn best. Get unlimited access to videos, live online training, learning paths, books, tutorials, and more.

Start Free Trial

No credit card required

ENTITY Form 6-09
83
REF.
PREPARED BY REVIEWED BY
REVISION DATE SECTION PAGE
BOARD OF DIRECTORS OPINIONS OF MANAGEMENT
PLEASE PROVIDE THE FOLLOWING INFORMATION BASED ON YOUR OBSERVATIONS AND
DISCUSSIONS YOU MAY HAVE HAD WITH MEMBERS OF THE ENTITY’S BOARD OF DIRECTORS
How does the Board view management’s overall performance?
Do the directors feel that management is providing them with sufficient and accurate information on the
Company’s performance? If not, please explain their concerns.
Who do the directors view as the strongest managers?
MANAGER OBSERVATIONS
Who do the directors view as the weakest managers?
MANAGER OBSERVATIONS
ENTITY Form 6-10
REF.
PREPARED BY REVIEWED BY
REVISION DATE SECTION PAGE
84
BOARD MEMBERS APPARENT POSITION REGARDING POTENTIAL ACQUISITION
PLEASE PROVIDE THE FOLLOWING INFORMATION BASED ON YOUR OBSERVATIONS AND
DISCUSSIONS YOU MAY HAVE HAD WITH MEMBERS OF THE ENTITY’S BOARD OF DIRECTORS
Which of the entity’s board members appear to favor the potential acquisition?
Which of the entity’s board members appear to oppose the potential acquisition and for what reasons?
BOARD MEMBER APPARENT OBJECTIONS
ENTITY Form 6-11
85
REF.
PREPARED BY REVIEWED BY
REVISION DATE SECTION PAGE
BASED ON YOUR DISCUSSIONS AND PERSONAL OBSERVATIONS,
HOW WOULD YOU DESCRIBE THE ENTITY’S OVERALL PERFORMANCE?
FACTOR COMMENT
Financial performance compared to competitors.
Reputation within the industry:
As viewed by its customers.
As viewed by its suppliers.
As viewed by its competitors.
General attitude of employees as a place to work.
Is the management team well balanced?
If not, where are the weak positions?
Is there a good mix of youth and experience within
management?
Does the Company often go outside to fill key positions?
Does nepotism exist?
Is there evidence of “cronyism”?
Do executives spend excessive amount of time on other than
company related business?
Are management perquisites distributed fairly?
Are frictions between managers allowed to go unresolved?
Are new ideas encouraged?
Do the corporate staff functions appear to be
under-staffed or over-staffed?
Clear cut lines of authority vs. overlapping authorities.
Effectiveness of committees.
Degree of delegation.
Lines of communication.
MANAGEMENT STYLE
Formal vs. casual.
Stressful vs. calm and deliberate.
One man show vs. decentralized decision making.
OVERALL MANAGEMENT ASSESSMENT
ENTITY Form 6-11
REF.
PREPARED BY REVIEWED BY
REVISION DATE SECTION PAGE
86
BASED ON YOUR DISCUSSIONS AND PERSONAL OBSERVATIONS,
HOW WOULD YOU DESCRIBE THE ENTITY’S OVERALL PERFORMANCE?
FACTOR COMMENT
MANAGEMENT PLANS AND PROGRAMS
Corporate Policy and Procedures Manuals
Position Descriptions
Personnel Evaluation Programs
Compensation Plans
Goal Setting Programs
Personnel Development Programs
Management Succession Plans
Management Information Systems
Fringe Benefit Programs
Incentive Compensation Programs
OTHER FACTORS
OVERALL MANAGEMENT ASSESSMENT (Continued)
ENTITY Form 6-12
87
REF.
PREPARED BY REVIEWED BY
REVISION DATE SECTION PAGE
INDIVIDUAL POSITION
BASED ON YOUR DISCUSSIONS AND PERSONAL OBSERVATION,
HOW WOULD YOU RATE THE FOLLOWING INDIVIDUAL?
FACTOR COMMENT
Overall performance evaluation by superiors.
Overall performance evaluation by fellow employees.
Understanding of their responsibilities.
Reputation for integrity.
Performance as a team player.
Ability to delegate.
Leadership qualities.
Ability to motivate others.
Ability to work under stress.
Ability to deal with “problem” employees.
Ability to organize their approach to the job.
Ability to communicate with others.
Ability to anticipate problems.
Training of subordinates.
ATTITUDE
Attitude toward company.
Attitude toward fellow employees in general.
ASSESSMENT OF INDIVIDUAL MANAGEMENT PERSONNEL
IN A POTENTIAL ACQUISITION SITUATION
Attitude toward potential acquisition.
Is it anticipated that this individual will want to stay with the entity?
Does it currently appear that we will want to retain this individual?
Do there appear to be qualified replacements for this position?
If so, what are their names and current positions?

With Safari, you learn the way you learn best. Get unlimited access to videos, live online training, learning paths, books, interactive tutorials, and more.

Start Free Trial

No credit card required