If you are buying a company how can you be sure you are buying the business you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Designed to help you make your due diligence process as smooth and effective as possible, this collection of checklists by acknowledged expert, Peter Howson, will ensure you manage the risk aspects of any acquisition. The author takes you through the due diligence process itself from legal, financial and commercial to employment and IT, and guides you through the collection. Each checklist includes a short introduction that enables you to make the best use of the material. Due Diligence is, by its nature, a process for which checklists are a wonderful source of ideas and reassurance. Peter Howson's checklists (all of which are repeated in PDF form on a CD included with the book), is a must-have reference for anyone contemplating a merger or acquisition, a management buyout, joint venture or other risky business transactions involving third parties.
Table of Contents
Contents: Introduction: Checklist 1 - Buyer pre-due diligence; Checklist 2 - Selecting (and working with) advisers; Checklist 3 - Briefing advisers; Checklist 4 - Information to be requested from the target. Financial Due Diligence: Checklist 5 - Financial due diligence. Legal Due Diligence: Checklist 6 - Legal due diligence. Commercial Due Diligence: Checklist 7.1 - Commercial due diligence (CDD) checklist for initial management meeting; Checklist 7.1.1 - Assessing the target's market strategy; Checklist 7.2 - A full CDD exercise; Checklist 7.2.1 - Determining key purchase criteria (KPCs); Checklist 7.2.2 - Five forces; Checklist 7.2.3 - Resources and capabilities. Human Resources Due Diligence: Checklist 8 - Human resources due diligence. Management Due Diligence: Checklist 9.1 - Management due diligence; Checklist 9.2 - Management competencies; Checklist 9.3 - Competency-based interviewing. Pensions Due Diligence: Checklist 10 - Pensions due diligence. Taxation Due Diligence: Checklist 11 - Taxation due diligence. Environmental Due Diligence: Checklist 12 - Environmental due diligence. IT Due Diligence: Checklist 13 - IT due diligence. Technical Due Diligence: Checklist 14 -Technical Due Diligence. Intellectual Property Due Diligence: Checklist 15 - Intellectual property due diligence. Antitrust Due Diligence: Checklist 16.1 - Merger control filing requirements; Checklist 16.2 - Antitrust risks posed by the target's activities. Insurance and Risk Management Due Diligence: Checklist 17 - Insurance and risk management due diligence.
Peter Howson is a director of AMR International, London's leading independent Commercial Due Diligence specialists. He has over 25 years of M&A and business development experience in both industry and as an adviser. He has been involved in a wide range of acquisitions - private equity and corporate, domestic and cross border - in a diverse range of markets in both manufacturing and service industries. He is a regular speaker at M&A and due diligence conferences.
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