• Due Diligence Reviews

  • Negotiation and due diligence reviews for acquisitions

    • Develop a strategy for an acquisition/divestiture. Most of the value unlocked by acquiring a business depends on:
      • the strategy developed for the new business and
      • a detailed implementation plan so that the business does not just “continue as before”
    • Strategic acquisitions require a detailed strategy and action plan to be implemented to ensure that the goals set by the target company are met and exceeded
    • Busy managers often do not set in place the steps necessary to meet the vision that motivated the CEO to enter into the transaction
    • Negotiation of terms of acquisition/divestiture
    • A due diligence review is an in depth review of the business of the target company. Some of the benefits of performing a due diligence review are:
    • Minimize the risk of unpleasant surprises
    • Verify the assets to be acquired
    • Establish the liabilities included in the acquisition, especially those that are contingent or difficult to quantify or otherwise not disclosed in the financial statements
    • Verify that business is what you were “sold” i.e. search for unexpected and/or undisclosed issues that may affect the business post acquisition
    • Although often a due diligence review is done by the acquiring company, there are many other scenarios that require a due diligence review. E.g:
      • Extending a significant loan to a business
      • Entering into a joint venture
      • Entering into a partnership arrangement, whatever the legal structure
    • Liaison with lawyers, tax specialists, accountants and other professional advisors
    • Post acquisition implementation of strategy
    • A comprehensive due diligence review will be based on business expertise supported by a checklist that covers at least the following areas where applicable:
      • Objectives
      • General
      • Financial Statements
      • Financial Forecasts
      • Risk Management & Governance
      • Financing
      • Taxes
      • Human Resources
      • Legal
      • Environmental
      • Competition
      • Sales & Marketing
      • Operations
      • Research & Development & Technology
      • Capital structure