The Art of M&A Due Diligence, Second Edition: Navigating Critical Steps and Uncovering Crucial Data

The Art of M&A Due Diligence, Second Edition: Navigating Critical Steps and Uncovering Crucial Data
Author: Alexandra Lajoux
Publisher: McGraw Hill Professional
Total Pages: 562
Release: 2009-12-06
Genre: Business & Economics
ISBN: 0071629378

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The most trusted M&A guidebook available--updated for today's extreme-risk world of business. Major financial scandals, geopolitical upheaval, technological advances, rapid globalization . . . The world--and the way business is done--has changed drastically in the 10 short years since the original publication of this book. As a result, the already tedious M&A process has become exponentially more complex. The most trusted guidebook of its kind, The Art of M&A Due Diligence helps you uncover problems and inconsistencies in an M&A deal while they're still manageable. You’ll find everything you need to mitigate all types of traditional risk—financial (key ratios, new GAAP-IFRS standards), operational (background checks, on-site visits), transactional (verification, checking warranties), and legal (intellectual property, environmental law). This new edition also addresses complications introduced over the past decade by including: New information about the use of electronic data rooms for due diligence New focus on the role of International Accounting Standards New tools for Foreign Corrupt Practices Act (FCPA) compliance New regulations concerning the environment and social issues New case law of interest, including key decisions of the Delaware Chancery Court and Delaware Supreme Court The fear of risk in an M&A deal is rational, but it shouldn't prevent you from moving ahead. A well-conceived, carefully executed merger or acquisition can be extraordinarily enriching for both buyer and seller. This step-by-step guidebook is all you need to know where to look—and what to look for--when conducting M&A due diligence.

Art of M and A Due Diligence

Art of M and A Due Diligence
Author: Alexandra Reed Lajoux
Publisher: McGraw Hill Professional
Total Pages: 504
Release: 2000
Genre: Law
ISBN: 9780071378796

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The Art of M&A Due diligence is today's most useful guidebook for uncovering problems and inconsistencies while they are still manageable.

Due Diligence in International Law

Due Diligence in International Law
Author: Joanna Kulesza
Publisher: BRILL
Total Pages: 331
Release: 2016-08-09
Genre: Law
ISBN: 9004325190

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Due Diligence in International Law identifies due diligence as the missing link between state responsibility and international liability. Acknowledged in all legal fields, it ensures international peaceful cooperation and prevents significant transboundary harm, yet it has thus far not been comprehensively discussed in literature. The present volume fills this void. Kulesza identifies due diligence as a principle of international law and traces its evolution throughout centuries. The no-harm principle, key to identifying responsibility for transboundary harm, focal to international environmental law and applicable to e.g. combating terrorism, follows states’ obligation of due diligence in preventing foreign harm. This obligation, present in various treaty-based and customary regimes is argued to be a principle of international public law applicable to all obligations of conduct.

Private Equity Operational Due Diligence, + Website

Private Equity Operational Due Diligence, + Website
Author: Jason A. Scharfman
Publisher: John Wiley & Sons
Total Pages: 405
Release: 2012-04-10
Genre: Business & Economics
ISBN: 111811390X

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A step-by-step guide to develop a flexible comprehensive operational due diligence program for private equity and real estate funds Addressing the unique aspects and challenges associated with performing operational due diligence review of both private equity and real estate asset classes, this essential guide provides readers with the tools to develop a flexible comprehensive operational due diligence program for private equity and real estate. It includes techniques for analyzing fund legal documents and financial statements, as well as methods for evaluating operational risks concerning valuation methodologies, pricing documentation and illiquidity concerns. Covers topics including fund legal documents and financial statement analysis techniques Includes case studies in operational fraud Companion website includes sample checklists, templates, spreadsheets, and links to laws and regulations referenced in the book Equips investors with the tools to evaluate liquidity, valuation, and documentation Also by Jason Scharfman: Hedge Fund Operational Due Diligence: Understanding the Risks Filled with case studies, this book is required reading for private equity and real estate investors, as well as fund managers and service providers, for performing due diligence on the noninvestment risks associated with private equity and real estate funds.

Due Diligence Obligations in International Law

Due Diligence Obligations in International Law
Author: Alice Ollino
Publisher:
Total Pages: 301
Release: 2022
Genre: International obligations
ISBN: 9781009054768

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Due diligence obligations are typically described by scholars and practitioners as 'elusive', 'weak', and difficult to pin down in the abstract. Challenging these assumptions, this book offers a systematic reconstruction of the foundations of due diligence obligations of states and explores their nature, rationale, content and scope of operation in international law. Tackling due diligence from a general perspective, this book seeks to complement scholarly studies on public international law obligations and their theory. This book will be relevant for academics, practitioners, graduate students across international law and anyone seeking to better conceptualise due diligence under international law and understand how due diligence obligations are operationalised in practice.

Guide to Cybersecurity Due Diligence in M&A Transactions

Guide to Cybersecurity Due Diligence in M&A Transactions
Author: Thomas J. Smedinghoff
Publisher: American Bar Association
Total Pages: 240
Release: 2017
Genre: Business & Economics
ISBN: 9781634258944

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"In the digital era, ubiquitous connectivity has spared no enterprise the risks of being hacked from anywhere in the world. The reality of this threat, coupled with the near total dependence of today's businesses on networked digital technology, presents a major risk of catastrophic consequences to most businesses. And acquiring or merging with any business involves taking on that risk. Thus, in any M&A transaction, an evaluation of the target's cybersecurity capabilities and experience is critical. [This book] is designed to assist companies and their counsel in assessing that risk. Detailed and easy-to-read, this comprehensive guide includes discussions on recent cyber incidents, including Nieman Marcus, Yahoo, Target Corporation, Sony Pictures, and Volkswagen."--

Due Diligence in International Law

Due Diligence in International Law
Author: Samantha Besson
Publisher: Brill Nijhoff
Total Pages: 0
Release: 2022-03
Genre: Law
ISBN: 9789004538658

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Since the concept of due diligence first appeared in arbitral decisions at the end of the nineteenth century, its success in international law has been growing steadily. Yet its nature, sources and regime remain indeterminate in many ways. In response to the objections currently raised against it, this book provides a critical analysis of the practice of due diligence in international law. Its aim is to determine whether a principle, standard and/or obligation of due diligence does indeed exist under general international law; to identify what could constitute its normative structure, foundation and general regime; to establish the conditions, content and modalities of implementation of international responsibility for negligence; and, finally, to examine the specificities of due diligence in special regimes of international law, such as international environmental law, international cybersecurity law and international human rights law. More generally, the book also examines the reasons for due diligence's "renaissance" in international law's recent history and explains what this revival says about the state of the international legal and institutional order and the possibilities for its reform.

MERGERS AND ACQUISITIONS, SECOND EDITION

MERGERS AND ACQUISITIONS, SECOND EDITION
Author: RAY, KAMAL GHOSH
Publisher: PHI Learning Pvt. Ltd.
Total Pages: 909
Release: 2022-12-19
Genre: Business & Economics
ISBN: 9391818560

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The Covid–19 pandemic-induced downturn and subsequent Russia-Ukraine war have triggered unprecedented financial shock and disruption to the business world. Challenges are unique to each corporation. The forward-looking corporate leaders are fighting now to rebalance risk, profitability and liquidity while looking for new growth opportunities and gaining resilience to come out of the crisis as fast as possible. Mergers and Acquisitions (M&A) being one of the most powerful tools is set to play a bigger role in this direction. It is time now that M&As move at speed and help overcome the present downturn in the economy. Business leaders will have good reasons to leverage M&A as a holistic response to the business and economic crisis. It is in this context that a thoroughly revised edition of the comprehensive book on M&As by Professor Kamal Ghosh Ray becomes so well-timed and significant. The book is an “A to Z” of M&A, ranging from strategy, valuation, legal aspects to integration. The new edition incorporates various new concepts, ideas and thoughts with appropriate discussion in detail. Business valuation has a substantial coverage in the book as the subject, “Valuation” is offered in many academic programmes in universities and business schools. The text is profusely illustrated with many examples and case studies and contains huge number of numerical problems and solutions. Primarily intended as a text for postgraduate students of management and law, the book in its second edition will be of immense value to students of CA, CMA, CFA, CS, etc. and professionals ranging from strategic planners, CFOs, CEOs, COOs, financial analysts, bankers, to venture capitalists, corporate lawyers and business owners. Click on 'Endorsements' tab to check 'What the reviewers say' NEW TO THIS EDITION • Thoroughly revised and updated with the latest trends and relevant regulatory developments in M&A • A dedicated chapter on Numerical Problems and Solutions for easy understanding of complex M&A concepts • Topics like Corporate Restructuring, Disinvestment policy of the government, valuation of startup companies, SPAC (special purpose acquisition companies), Platform Acquisitions, deeper aspects of cross–border M&A and hostile takeover make the new edition contemporary. TARGET AUDIENCE • Postgraduate students of management and law. • Students of CA, CMA, CFA, CS, etc. • Professionals ranging from strategic planners, CFOs, CEOs, COOs, financial analysts, bankers, to venture capitalists, corporate lawyers and business owners.

International Law for Freshwater Protection

International Law for Freshwater Protection
Author: Agnes Chong
Publisher: BRILL
Total Pages: 417
Release: 2022-04-04
Genre: Law
ISBN: 9004511830

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This book traces the development of international water law that has come to privilege and the water utilisation rights of sovereign states over the environment. It argues that existing mechanisms in international law can be applied to improve environmental protection.

Due diligence, tenure and agricultural investment - A guide on the dual responsibilities of private sector lawyers in advising on the acquisition of land and natural resources

Due diligence, tenure and agricultural investment - A guide on the dual responsibilities of private sector lawyers in advising on the acquisition of land and natural resources
Author: Food and Agriculture Organization of the United Nations
Publisher: Food & Agriculture Org.
Total Pages: 80
Release: 2019-05-23
Genre: Law
ISBN: 9251314780

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This guide examines the responsibilities of private sector lawyers in avoiding and addressing, preventing and mitigating adverse human rights impacts on tenure right holders when advising on agricultural investments. These responsibilities arise under international standards for the protection of legitimate tenure rights, including the UN FAO Voluntary Guidelines on the Responsible Governance of Tenure of Land, Fisheries and Forests in the context of national food security (VGGT), as considered within the framework of international human rights laws which underpin aspects of those standards. In the light of the United Nations Guiding Principles on Business and Human Rights (UNGP), the guide considers the dual responsibility of lawyers in this context: (1) through the impact of these standards on the professional duties of the lawyer (including in-house counsel) towards the investor client and (2) through the impact on the law firm’s responsibilities as a business in its own right, in the light of its corporate social responsibility (CSR) commitments. The guide examines the requirements for due diligence in this context and makes a number of recommendations to promote compliance with UNGP on behalf both of the investor client and of the law firm, considered as a business in its own right.