Reports and Policies — All title and appraisal reports and title insurance policies with respect to any properties or assets of the Company.
Following is a sample of possible Due Diligence items.
As owner-managers, we understand that the business lives or dies by our credibility. Soft due diligence is concerned with employee motivations, and compensation packages are specifically constructed to influence those motivations.
Non-Competition and Confidentiality Agreements — Copies of all non-competition agreements, non-solicitation agreements, non-piracy agreements, secrecy agreements, non-disclosure agreements in each case, other than those referred to in E 6 above and standstill agreements to which the Company is a party.
Is it easy to enter and exit? Every company is partially defined by its competition. Orders and sales in each of last 3 years for existing products versus new products.
Internal Investigations — Copies of any documents related to any internal investigation or review by the Company, including without limitation related to any actual or alleged misconduct by an employee, consultant, sales representative, distributor or other representative of the Company, regardless of whether such investigation or review resulted in a finding of wrongdoing.
Purchase Agreements and Memoranda — Agreements for the purchase of securities from the Company and any private placement memoranda or offering circulars. The owner was kind enough to provide us with an ATV.
But these unknown costs can be covered by contingency clauses in the letter of intent that must be resolved in the formal due diligence process prior to closing. Accounts Payable and Accrued Liabilities Accounts payable aging schedule and significant accrued expense accounts for the last three years and the most recent available month.
The company could be preparing for a new product launch, accumulating retained earnings or simply whittling away at precious capital resources. Quarterly SEC filings are required to show all outstanding stock options as well as the conversion expectations given a range of future stock prices.
You also ask to have copies of any Environmental Protection Agency studies that have been done. Does this history match its profit trends? A list of any capital stock or equity interest in any other entity or enterprise owned by the Company.
Manufacturing and Purchasing Summary of locations and descriptions of subcontracted manufacturing facilities. Jeff Fowler Decision Software Inc. The highest bid does not automatically get the deal. You may only scan much of the material at this stage, but it is helpful to begin to gather and review this material anyway.
Ask for copies of degrees, certifications, and experience. There is at least one area where hard and soft due diligence intertwine: From the time of the order, how long until it arrives at your door?
The deal provides an exit for GCP at a money multiple of 4. You are expected to investigate certain aspects of a purchase before spending shareholder money to close the deal. Look at the debt-to-equity ratio to see how much positive equity the company has going for it; you can then compare this with the competitors to put the metric into better perspective.
If not, it is important to try to set up some time when you can meet alone with the seller. IT, Airline, Automotive, Telecommunications, Financial Services, Healthcare, Energy, Support Services and Facilities Management and Business Services including brand positioning, segmentation, new product development, brand equity, and advertising development research.
Product Quality List all product CE compliance status and other regulatory agencies that are appropriate. Caroline Powell Specialist Caroline is a seasoned consumer researcher and multi-channel marketer.
Many business experts also caution that the due diligence process is incomplete if it does not incorporate an element of objective self-analysis.
List major equipment expense required for the production and test processes. Are profits going up or down? Contracts and Commitments Copies and details and to the extent oral, written summaries of all material contracts and all capital commitments of the Company, including without limitation: If the cultures do not seem like an ideal fit, concessions might have to be made.
Any stockholder, buy-sell, or similar agreements that may relate, directly or indirectly, to the proposed transaction. Description of any currently threatened litigation, legal claims, regulatory actions or other actions or proceedings, including any correspondence relating to any alleged infringement of any patent, trademark, or other intellectual property.
Last 12 months ending Inventory value, by site, by product Last 12 months ending Inventory turns metric Last 12 months of Inventory adjustments Cost Management, Loss, Scrap, etc. For real estate, what is the opinion of professionals regarding future price trends and interest rates? Documents relating to any claims of infringement of intellectual property rights owned by the Company or related to its business either i by the Company or any of its owners against the rights of others or ii by others against the rights of the Company or its owners.
But well beyond the legal requirements and even if all the money you are spending is your own, it is critical that you evaluate a company thoroughly before buying it.Due diligence in growth strategy | 3 Companies that undertake the due diligence process with insufficient vigor, or that view it as a perfunctory.
IT Due Diligence merger & acquisition discovery process “helping IT managers of the world achieve more™ success” Mike Sisco’s Practical IT Manager GOLD Series. The Business Plan Reality Check is one of the many Next Generation Due Diligence tools, which are created through development teams consisting of invited companies and individuals recognized for their best-practices and expertise in specific due diligence functions and areas.
Investment Due Diligence. Every year billions of dollars are invested in growing business. One of the most critical aspect of the investment process, is performing a due diligence. Dec 19, · Read a summary of the most significant legal and business due diligence activities connected with a typical M&A transaction.
By planning these. FinCEN is issuing final rules under the Bank Secrecy Act to clarify and strengthen customer due diligence requirements for: Banks; brokers or dealers in securities; mutual funds; and futures commission merchants and introducing brokers in commodities.
The rules contain explicit customer due.Download