The Art of M A Due Diligence Navigating Critical Steps and Uncovering Crucial Data Second Edition by Alexandra Lajoux, Charles Elson 9780071629379 0071629378
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Authors:Alexandra Reed-Lajoux, Charles Elson , Tags:007162936X 9780071629362 9780071629379 , Author sort:Alexandra Reed-Lajoux, Charles Elson , Languages:Languages:eng , Published:Published:Oct 2010
The Art of M A Due Diligence Navigating Critical Steps and Uncovering Crucial Data Second Edition by Alexandra Lajoux, Charles Elson – Ebook PDF Instant Download/Delivery.9780071629379, 0071629378
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Product details:
ISBN 10: 0071629378
ISBN 13: 9780071629379
Author: Alexandra Lajoux; Charles M. Elson
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.
The Art of M A Due Diligence Navigating Critical Steps and Uncovering Crucial Data Second Table of contents:
Part One The Due Diligence Process
Chapter 1 Conducting Due Diligence: An Overview
Chapter 2 The Financial Statements Review
Appendix 2A AU Section 316 Consideration of Fraud in a Financial Statement Audit
Chapter 3 The Operations and Management Review
Appendix 3A Establishing Data Site Security Precautions
Appendix 3B Case Study: Asset/Threat Analysis of a Testing Company
Appendix 3C Cultural Due Diligence—A Checklist from Hay Management Consultants
Chapter 4 The Legal Compliance Review
Appendix 4A The Code of Federal Regulations: A List of Titles
Part Two Transactional Due Diligence
Chapter 5 The Documentation and Transaction Review
Chapter 6 Detecting Legal Exposure under Securities Law
Chapter 7 Detecting Exposure under Tax Law and Accounting Regulations
Part Three A Closer Look at Compliance
Chapter 8 Detecting Exposure under Antitrust Law and International Economic Law
Appendix 8A The Framework of Antitrust Law and Regulation in the United States
Appendix 8B Revision to the Horizontal Merger Guidelines
Appendix 8C Non-Horizontal Merger Guidelines
Chapter 9 Detecting Exposure under Intellectual Property Law
Appendix 9A The Intellectual Property “Pyramid”
Appendix 9B Diligence in Filing a Patent Application: Excerpts from the Manual of Patent Examination Procedures
Chapter 10 Detecting Exposure under Consumer Protection Laws
Chapter 11 Detecting Exposure under Environmental Laws
Appendix 11A The Ceres Principles
Appendix 11B EPA’s Audit Policy
Chapter 12 Detecting Exposure under Employment Law
Conclusion
Due Diligence Checklist
Landmark and Recent Due Diligence Cases
The Federal Circuit Courts
Notes
Index
Footnotes
App-8b-fn1
App-8b-fn2
App-9a-fn1
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