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Solicitors working on mergers and acquisitions, management buy outs/buy ins and other corporate finance transactions have to undertake due diligence as a core part of their workload, yet practical guidance for lawyers is difficult to come by. Due Diligence: A Practical Guide
meets this need by providing a step-by-step manual of the complete due diligence process from start to finish. It brings together simple transactional guidance with trouble shooting, potential pitfalls, points of concern and precedents to provide everything that the company and commercial lawyer needs in a single handbook. This is complemented with helpful practice notes with tips and traps highlighted.
The know-how is supplemented with a wealth of fully annotated precedents including team sheets, questionnaires and reports. All of these are included on the accompanying CD-ROM, allowing them to be placed directly on client files and giving users a ready-made practice toolkit.
Following on from the success of the 1st edition, this new edition reflects changes in legislation and explores in depth some common issues that can de-rail a transaction if not explored fully in the due diligence process:
- Employee liabilities
- Environmental concerns
- Data protection and the release of information
- Anti-corruption and the impact of the Bribery Act 2010
- Pensions and under-funding
- Software businesses and intellectual property issues
- Culture and ethos
In addition, this new edition explores how due diligence can inform post-acquisition integration and how ongoing business health-checks enable the business to maximise performance and minimise risk.
The popular combination of commentary and precedents will be maintained, empowering the reader to approach any due diligence exercise with confidence and understanding.
"With its business-focused approach and its comprehensible structure, Due Diligence – A Practical Guide is an essential, highly useful tool for anyone involved in the due diligence process." Read MoreAHK, German-British Chamber of Industry and Commerce
"It is indeed a step-by-step manual of the complete due diligence process from start to finish. Here in a single handbook is everything that the company and its professional advisers need regarding the transaction itself, as well as points of concern, precedents and potential pitfalls..."
"...this authoritative work reflects recent changes in legislation and provides sharp and timely warnings of potential traps and pitfalls. With its practical, business-focused approach, this book should be considered a must-have purchase for practitioners or advisers wishing to enhance their understanding of the due diligence process."Read the full review here
Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers
Review of previous edition:
"Though many legal and financial services firms may provide new entrants with their own templates for engagement with due diligence, it is still advantageous to have a copy of this user-friendly transactional guidance ... it is the early practitioners who carry out the due diligence exercise which can make or break the success of the transactions and they would need all the help they can find ... a well-written operating manual"
Business Law Review
The concept for this book arose from the coming together of the following realisations:
(1) that when performed well, a thorough due diligence exercise can have a significant impact on the structure, nature and ultimate success of an acquisition; and
(2) that it is often professionals at the beginning of their careers who are responsible for its execution.
It was this mismatch between outcome and experience that I set out to bridge.
The result, I hope, is an accessible digest of why and how we do legal due diligence and what our findings can mean for the overall viability and success of the transaction. The accompanying set of key Sample Documents and notes aims to equip the early stage practitioner, accountants, business owners, entrepreneurs, investors or general practice lawyers with the tools to perform this important task.
This second edition both reflects changes in legislation and looks in depth at some common issues that can derail a transaction if not explored fully in the due diligence process. In addition, it considers how due diligence can inform post-acquisition integration and how ongoing business health-checks enable the business to maximise performance and minimise risk after completion.
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