How can you be sure you are buying the company 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? Have you worked out precisely what you are going to do with it once it is yours? How do you set the priorities for change to recoup the premium you have paid for it? The answer to all these questions, and many more, lies with effective due diligence. Due diligence is one of the most important but least well understood aspects of the acquisition process. It is not, as many believe, a chore to be left to the accountants and lawyers. To get the best from it, due diligence has to be properly planned and professionally managed. This book is a comprehensive manual on getting due diligence right. It is a uniquely comprehensive guide, covering all aspects of the process from financial, legal and commercial due diligence right through to environmental and intellectual property due diligence. There are also useful chapters on working with advisers and managing due diligence projects. It also includes a number of checklists to help ensure that the right questions are asked.
Table of Contents
Contents: Introduction; How to structure a due diligence programme; Working with advisers; Financial due diligence; Legal due diligence; Commercial due diligence; Human resources due diligence; Management due diligence; Pensions due diligence; Tax due diligence; Environmental due diligence; IT and production technology due diligence; Technology due diligence; Intellectual property due diligence; Antitrust due diligence; Insurance and risk management due diligence; Appendix A: Purchaser pre-deal due diligence checklists; Information to be requested from the target; Briefing checklist; Financial due diligence checklist; Legal due diligence checklist; Commercial due diligence checklist; Human resources due diligence checklist; Management due diligence checklist; Pensions due diligence checklist; Taxation due diligence checklist; Environmental due diligence checklist; IT due diligence checklist; Technical due diligence checklist; Intellectual property checklist. Appendix B: Financial due diligence - an example of breaking down the numbers; Human resources legislation; Commonly sought management competencies; Myers-Briggs type indicatorsÂ®; UK sources for environmental due diligence; Intellectual property rights; Notes; Index.
Peter Howson is a director of AMR International, London's leading Commercial Due Diligence specialist. He has over 20 years of M&A and business development experience both in industry and as an adviser. He gained City corporate Finance experience at Barings, where he focused on domestic and cross-border deals in manufacturing industries, and M&A experience in industry at TI where he was part of the small team which, through 75 acquisitions and disposals, transformed it from a UK commodity supplier into a global specialist engineering company. He has also held senior finance and M&A roles with British Steel and T&N.
'... a totally comprehensive manual and reference book explaining, in detail, the process of due diligence when contemplating the purchase of a company... Peter Howson has written an excellent and unique book.' Financial Advisor 'This book is an extraordinarily thorough and clear guide to every aspect of the Due Diligence process and will be invaluable to anyone who is involved.' Change Management Monitor Newsletter