The Art of M & A Due Diligence: Navigating Critical Steps and Uncovering Crucial Data, 2nd Edition / Edition 2

by Alexandra Reed Lajoux, Charles Elson

Overview

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 originalpublication of this book. As a result, the alreadytedious M&A process has become exponentially more complex.

The most trusted guidebook of its kind, The Artof 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 complicationsintroduced over the past decade by including:

• New information about the use of electronic datarooms 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 decisionsof 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.

Product Details

ISBN-13:	9780071629362
Publisher:	McGraw Hill LLC
Publication date:	08/25/2010
Edition description:	List
Pages:	480
Sales rank:	351,450
Product dimensions:	6.30(w) x 9.00(h) x 1.70(d)

About the Author

Alexandra Reed Lajoux is Chief Knowledge Officer and Corporate Secretary at the National Association of Corporate Directors (NACD), a not-for-profi t organization dedicated to educating corporate directors. Reed Lajoux has served as the editor of Mergers & Acquisitions Magazine, the premier publication for working professionals in the M&A field. She lives in Fairfax, Virginia.

Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm Holland & Knight. Elson lives in the Wilmington,Delaware, area.

Table of Contents

Preface and Acknowledgments v

Introduction: The Changing Landscape for Due Diligence in 2010 xi

Part 1 The Due Diligence Process 1

Chapter 1 Conducting 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 2 Transactional Due Diligence 123

Chapter 5 The Documentation and Transaction Review 125

Chapter 6 Detecting Legal Exposure under Securities Law 161

Chapter 7 Detecting Exposure under Tax Law and Accounting Regulations 191

Part 3 A Closer Look at Compliance 229

Chapter 8 Detecting Exposure under Antitrust Law and International Economic Law 231

Chapter 9 Detecting Exposure under Intellectual 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 Law 351

Conclusion 385

Due Diligence Checklist 387

Landmark and Recent Due Diligence Cases 401

The Federal Circuit Courts 461

Notes 463

Index 523