Art of M and A Due DiligenceMcGraw Hill Professional, 2000 - 477 páginas A 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. |
Dentro del libro
Resultados 1-5 de 5
Página 6
... exchanges is obviously far more extensive than the work involved for a small , single - product , domestic service firm that is pri- vately owned . Due diligence in public companies can be more complex than due diligence in private ...
... exchanges is obviously far more extensive than the work involved for a small , single - product , domestic service firm that is pri- vately owned . Due diligence in public companies can be more complex than due diligence in private ...
Página 8
... Exchange Commission ( SEC ) , materiality is not merely a mat- ter of percentage or amount . Rather , it is a highly relative term . It refers to a level that would be considered significant by the average prudent investor.12 How is due ...
... Exchange Commission ( SEC ) , materiality is not merely a mat- ter of percentage or amount . Rather , it is a highly relative term . It refers to a level that would be considered significant by the average prudent investor.12 How is due ...
Página 17
... Exchange Act of 1934 - employs the term due diligence . But although the term is not used in federal securities laws , securities lawyers do use a " due diligence defense " to protect their clients from lawsuits alleging violation of ...
... Exchange Act of 1934 - employs the term due diligence . But although the term is not used in federal securities laws , securities lawyers do use a " due diligence defense " to protect their clients from lawsuits alleging violation of ...
Página 20
... EXCHANGE ACT OF 1934 What does the Securities Exchange Act of 1934 have to say about due diligence ? This law is literally the sequel to the Securities Act of 1933 , discussed above : the 1933 Act covers the initial registration and ...
... EXCHANGE ACT OF 1934 What does the Securities Exchange Act of 1934 have to say about due diligence ? This law is literally the sequel to the Securities Act of 1933 , discussed above : the 1933 Act covers the initial registration and ...
Página 32
... Exchange Commission ) to vote , or seek to advise or influence any person with respect to the voting of any voting securities of any of the Subsidiaries and / or any of the Programs , ( iv ) form , join or otherwise participate in a ...
... Exchange Commission ) to vote , or seek to advise or influence any person with respect to the voting of any voting securities of any of the Subsidiaries and / or any of the Programs , ( iv ) form , join or otherwise participate in a ...
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 acquired company acquired corporation acquisition agreement action agree and/or antitrust areas assets audit balance sheet basis benefits breach business judgment rule buyer candidate company Certificate Chapter checklist claims Closing Date Code company's compliance consumer contracts cost counsel court covenant damages debt dili disclose Disclosure Statement District documents due diligence effect employees entity environmental ERISA example federal filed financial statements fraudulent conveyance indemnifying party insider trading intellectual property internal investigation investment issues Lajoux leases liability litigation material adverse ment merger obligation officers operations partnership patent percent policies potential prior product liability protection purchase pursuant regulations regulatory Related Instruments representations and warranties Revlon risk rules Schedule 13D Section securities laws seller shareholders shares stockholders Subsidiaries Target tender offer tion Title trade trademark transactions contemplated U.S. Supreme Court Viacom violation
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.