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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.
Table of Contents
Preface and Acknowledgments
Introduction: The Changing Landscape for Due Diligence in 2010
PART ONE THE DUE DILIGENCE PROCESS 1
Chapter 1 Conduction Due Diligence: An Overview 3
Chapter 2 The Financial Statements Review 35
Chapter 3 The Operations and Management Review 59
Chapter 4 The Legal Compliance Review 95
PART TWO TRANSACTIONAL DUE DILIGENCE 123
Chapter 5 The Documentation and Transaction Reveiw 125
Chapter 6 Detecting Legal Exposure Under Securities Law 161
Chapter 7 Detection Exposure Under Tax Law and Accountin Regulations
191
PART THREE A CLOSER LOOK AT COMPLIANCE 229
Chapter 8 Detection Exposure Under Antitrust Law and International Economic Law
231
Chapter 9 Detecting Exposure under Interllectual Property Law 289
Chapter 10 Detecting Exposure under Consumer Protection Laws 313
Chapter 11 Detecting Exposure under Environmental Laws 325
Chapter 12 Detecting Exposure under Employment Laws 351
Conclusion 385
Due Diligence Checklist 387
Landmark and Recent Due Diligence Cases 401
The Ferderl Circuit Courts 461
Notes 463
Index
480 pages, Hardcover