Art of M and A Due DiligenceA help to uncover potential problems before they become costly eleventh-hour surprises. This step-by-step, well-organized guidebook tells you where to look-and what to look for-when conducting M & A due diligence. Over 400 pages of questions and answers, checklists, sample documents, cases, and more make it today's most comprehensive sourcebook for understanding every aspect of M & A due diligence-and guaranteeing yourself an effective, successful due diligence program. |
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Contenido
| 1 | |
| 3 | |
The Financial Statements Review | 69 |
The Operations and Management Review | 89 |
The Legal Compliance Review | 123 |
Transactional Due Diligence | 145 |
The Documentation and Transaction Review | 147 |
Detecting Exposure Under Securities Law | 197 |
Detecting Exposure Under Intellectual Property Law | 285 |
Detecting Exposure Under Consumer Protection Law | 305 |
Detecting Exposure Under Environmental Law | 315 |
Detecting Exposure Under Employment Law | 335 |
CONCLUSION | 357 |
DUE DILIGENCE CHECKLIST | 359 |
SAMPLE ACQUISITION AGREEMENT AND COMMENTARY | 371 |
LANDMARK DUE DILIGENCE CASES | 431 |
Detecting Exposure Under Tax Law and Accounting Regulations | 225 |
A Closer Look at Legal Compliance | 261 |
Detecting Exposure Under Antitrust Law and International Economic Law | 263 |
THE FEDERAL CIRCUIT COURTS | 459 |
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Términos y frases comunes
accounting acquirer acquisition action addition agree agreement amount applicable areas assets audit authority basis benefits buyer capital Certificate Chapter claims closing company's concerning conduct considered contracts corporation cost counsel court covered damages deal debt determine directors disclose disclosure District documents due diligence effect employees entity environmental event example Exchange executed federal filed firm Holdings important industry interest internal involving issues liability limited litigation material ment merger obligation obtain offer officers operations opinion party patent percent period person policies potential practice prior protection purchase reasonable received records regulations relating reports representations respect result risk rules Section securities seller shareholders shares statements stockholders Subsidiaries tender tion Title trade transaction violation warranties
Pasajes populares
Página 20 - To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading...
Página 310 - ... (e) are adequately contained, packaged, and labeled as the agreement may require; and (f) conform to the promise or affirmations of fact made on the container or label if any. (3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of dealing or usage of trade.
Página 123 - Is this the part of wise men engaged in a great and arduous struggle for liberty? Are we disposed to be of the number of those who, having eyes, see not, and having ears, hear not, the things which so nearly concern their temporal salvation ? For my part, whatever anguish of spirit it may cost, I am willing to know the whole truth ; to know the worst, and to provide for it.
Página 20 - It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, 1.
Página 85 - ... the items or details to be shown in the balance sheet and the earning statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income...
Página 79 - Internal control is a process, effected by an entity's board of directors, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: ( 1 ) effectiveness and efficiency of operations, (2) reliability of financial reporting, and (3) compliance with applicable laws and regulations.
Página 316 - natural resources" means land, fish, wildlife, biota, air, water, ground water, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the...
Página 62 - Company's knowledge, threatened to which the Company or any of its subsidiaries is a party or...
Página 434 - ... he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading...
Página 69 - I often say that when you can measure what you are speaking about and express it in numbers you know something about it; but when you cannot measure it, when you cannot express it in numbers, your knowledge is of a meagre and unsatisfactory kind: it may be the beginning of knowledge, but you have scarcely, in your thoughts, advanced to the stage of science, whatever the matter may be.
Información bibliográfica
| Título | Art of M and A Due Diligence |
| Autor | Alexandra Reed Lajoux |
| Editor | McGraw Hill Professional, 2000 |
| ISBN | 0071378790, 9780071378796 |
| Largo | 477 páginas |
| Exportar cita | BiBTeX EndNote RefMan |