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 10
Página 7
... disclosure is cheap . De- fending litigation is not . " So it is useful for a company conducting due dili- gence to continually ask itself ( as well as those interviewed during the due diligence process ) what could possibly go wrong ...
... disclosure is cheap . De- fending litigation is not . " So it is useful for a company conducting due dili- gence to continually ask itself ( as well as those interviewed during the due diligence process ) what could possibly go wrong ...
Página 15
... disclosure items , and updating of seller warranties and representations . Bringdown due diligence can protect a buyer against a claim that it should have uncovered some eleventh - hour development not included in representations and ...
... disclosure items , and updating of seller warranties and representations . Bringdown due diligence can protect a buyer against a claim that it should have uncovered some eleventh - hour development not included in representations and ...
Página 17
... disclosure principles in the 1933 Act can help companies , both public and private , maintain good business practices . The following summary of the key sections of the 1933 Act may prove useful to acquirers interested in conducting due ...
... disclosure principles in the 1933 Act can help companies , both public and private , maintain good business practices . The following summary of the key sections of the 1933 Act may prove useful to acquirers interested in conducting due ...
Página 24
... disclosed certain facts or made available certain doc- uments . Insofar as the acquisition agreement fails to identify the information that the defendant was supposed to know or learn , the due diligence process must be examined to ...
... disclosed certain facts or made available certain doc- uments . Insofar as the acquisition agreement fails to identify the information that the defendant was supposed to know or learn , the due diligence process must be examined to ...
Página 25
... disclosure by you or your directors , officers , employees , agents or advisers , or ( ii ) was or becomes available to you on a nonconfidential basis from a source other than the Company or its advisers provided that such source is not ...
... disclosure by you or your directors , officers , employees , agents or advisers , or ( ii ) was or becomes available to you on a nonconfidential basis from a source other than the Company or its advisers provided that such source is not ...
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.