The Art of M&A
What exactly is M&A due
diligence?
A wellconceived merger or
acquisition holds out the promise of enriching both the buyer and the seller. And in
virtually every merger or acquisition from multi-billion dollar international headliners
to hometown alliances that barely cause a ripple it is the due diligence process that
holds the key to that promise.
The Art of M&A Due
Diligence will help you 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.
What are the buyer and seller
really concerned about when negotiating the acquisition agreement?
An essential reference for
anyone involved in purchasing an ongoing business and also invaluable to executives on the
sell-side The Art of M&A Due Diligence discusses:
Strategies to help control
transactional risk and to predict postmerger risk exposure in three key categories
financial, operational, and legal
Risk factors relating to
management characteristics, operating characteristics, and financial stability
Current trends in
international trade and customs, along with methods to conduct due diligence in global
transactions
Intellectual property
checkpoints
Questions to ensure
discovery of environmental, health, safety, and labor exposure
Landmark legal cases, along
with pertinent securities and tax laws
How can environmental
liabilities affect financial projections?
Far too often, especially in
today's litigious M&A environment, overlooked or missing data can be disastrous not
just to the deal itself but to the company and its officers, directors, and shareholders.
Fear of these risks can scare potential buyers away from pursuing extraordinarily
lucrative alliances.
But these risks and concerns
can be overcome by the application of an effective, conscientious due diligence process
such as the one outlined in The Art of M&A Due Diligence. Let M&A experts Alex
Lajoux and Charles Elson walk you through the many necessary stages and steps of the
M&A due diligence process, show you how and where to seek out and counteract pitfalls,
and help you dramatically increase the odds of long-term success for any organization, in
any merger or acquisition.
About (he Authors
Alexandra Reed Lajoux has
served for more than a decade as editor of Director's Monthly the official newsletter of
the National Association of Corporate Directors, and was editor of Mergers &
Acquisitions magazine. Lajoux is also the author of The Art of M&A Integration and
coauthor of The Art of M&A Financing and Refinancing and The Art of M&A.
Charles M. Elson is the Edgar
S. Woolord Jr. Professor of Corporate Governance and the Director of the Center for
Corporate Governance at the University of Delaware. He is a current and former director of
several public corporations, as well as a professor of law at Florida's Stetson
University. Elson is Of Counsel, Holland & Knight LLP, and he has written widely on a
variety of legal topics. He is a frequent speaker on corporate governance issues.
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