Synopses & Reviews
Revised & Updated Edition of the Most Complete Due Diligence Guide Ever Published!
If you are...acquiring, merging, selling, appraising, auditing, or underwriting a business entity or business unit, don’t proceed without The AMA Handbook of Due Diligence.
What makes The AMA Handbook of Due Diligence so special? It’s really an annotated collection of almost 400 forms – easy to use and customize from the companion CD-ROM – that allow you to record and analyze every possible operational and financial activity of the business units under investigation. Probing sequences of questions penetrate into the darkest corners…long lists of possible reasons lead you to research the background of every “fact”. All the danger signs Crilly and Sherman have learned to recognize are uncompromisingly confronted. The forms elicit such realities as:
• Projections unrealistic because of factors not taken into account
• Disputes between directors and controlling shareholders
• Management not providing directors with accurate information
• Potential losing contracts
• Changes in competitive environment
• Global economic factors
…just to mention a few of the thousands of real-life possibilities you can pinpoint with the help of this amazingly complete investigative guide.
Why do so many new ventures, mergers and acquisitions fail? Not because the due diligence investigation doesn’t yield good answers. Rather because some important questions are never asked. Here at last is an easy-to-use system so detailed and far-seeing that no potential development is overlooked. It includes:
• Almost 400 ready-to-use forms
• Step-by-step practical guidance
• Advice on evaluating information and danger signs
• A CD-ROM with all the forms you need to perform complete due diligence
All this adds up to create a logical, sequenced methodology that hunts down the full and accurate truth. With probing, uncompromising insistence, The AMA Handbook of Due Diligence gives you the means to diligently pursue each detail to satisfactory closure. It gives you the power to ensure the fusion of a profitable new entity or the successful absorption of one entity by another.
Review
“…I have been involved in a number of transactions…this book…takes a very complicated and involved process and explains it in a way that is thorough, clear, and… concise.” – CEO Blog
Review
“[T]his book can be useful for professional services practitioners looking for a refresher on various parts of the traditional M&A process, for professional services practitioners who want to build their own customized traditional forms and checklists, or for professionals or researchers looking for one of the very few books on traditional due diligence.” --Due Diligence Digest (Association of Due Diligence Professionals)
Review
“… takes away a lot of that angst…help everyone from the due diligence novice to the expert… proven track record of AMA assures…it will be a good product.”— CarpeFactum
Review
“… treacherous course of due diligence…fraught with booby traps…having a road map on which to execute your due diligence can help …authors provide a great road map.” —Law Insider
Synopsis
Rev. ed of: Due diligence handbook. 1998-
Synopsis
Revised Updated Edition of the Most Complete Due Diligence Guide Ever Published The AMA Handbook of Due Diligence is the most complete guide available on how to properly perform a due diligence investigation - and radically improve the success rate of a pending corporate merger or acquisition. The new edition of this long-trusted resource includes a CD-ROM packed with almost 400 customizable forms and templates for recording and analyzing every possible operational or financial activity at any organization. Extensively revised and updated, the book reflects significant changes in the financial landscape such as the Sarbanes-Oxley Act. There are specialized sections on joint ventures, franchises, and outsourcing, as well as new legal memo and form requirements, including data room index, preliminary diligence memorandum, and the Hart-Scott-Rodino questionnaire. Thorough and easy to use, this essential resource will ensure that every "t" is crossed, every "i" dotted...and no mistakes left out on the table.
Synopsis
The AMA Handbook of Due Diligence is the most complete guide available on how to properly perform a due diligence investigation — and radically improve the success rate of a pending corporate merger or acquisition. The new edition of this long-trusted resource includes a CD-ROM packed with almost 400 customizable forms and templates for recording and analyzing every possible operational or financial activity at any organization.
Extensively revised and updated, the book reflects significant changes in the financial landscape such as the Sarbanes-Oxley Act. There are specialized sections on joint ventures, franchises, and outsourcing, as well as new legal memo and form requirements, including data room index, preliminary diligence memorandum, and the Hart-Scott-Rodino questionnaire. Thorough and easy to use, this essential resource will ensure that every “t” is crossed, every “i” dotted…and no mistakes left out on the table.
About the Author
William M. CRILLY was the chairman and founder of Newport Pacific Associates, a firm that assisted companies in arranging mergers and acquisitions. Throughout his business career Mr. Crilly led numerous acquisitions, divestitures, and public and private financing activities, all of which required rigorous due diligence investigations. As a top management official of several public companies, he was responsible for formulating final recommendations to the companies’ boards of directors. Mr. Crilly served in executive positions at Eastern Airlines, Pan American World Airways, Riegel Paper, & Bowmar Instrument Corp.
Andrew J. SHERMAN is a partner in the Washington, D.C. office of Jones Day, a global law firm. Mr. Sherman is a corporate and transactional attorney and is a recognized international authority on the legal and strategic aspects of business growth, with a focus on mergers and acquisitions, joint ventures, strategic alliances, capital formation, franchising, and other types of intellectual property leveraging and growth strategies. Mr. Sherman is also the author of eighteen books, including Franchising & Licensing: Two Ways to Build Your Business (AMACOM, 2003), Raising Capital (AMACOM, 2005) and Mergers and Acquisitions from A to Z (AMACOM, 2006).
Table of Contents
Contents
List of Forms v
1. Preface 1
2. How To Use The Due Diligence Handbook 15
3. Overview Of Entity 21
4. Compatibility With Investment / Acquisition Objectives 29
5. Capitalization And Ownership 49
6. Organization And Management 67
7. Relationships With Outside Organizations 89
8. Description Of Products And/Or Services 105
9. Revenues And Market Share 151
10. Marketing Operations 195
11. Customer Service 261
12. Inventory Control And Purchasing 277
13. Production 311
14. Physical Distribution 363
15. Computer, Communications And Information Systems 389
16. Financial Management 419
17. Legal Affairs 469
18. Security And Safety 495
19. Human Resources 505
20. Land And Buildings 541
21. Introduction To Financial Analyses 559
22. Balance Sheet Analysis - Liabilities 565
23. Revenues 587
24. Operating Expenses 593
25. Income Taxes 613
26. Net Income 621
27. Capital Expenditures 627
28. Cash Flow 633
29. Financial Ratio Analysis 639
30. Income Statement Projections 657
31. Balance Sheet Projections 679
32. Cash Flow Projections 699
33. Due Diligence Checklists 707
34. Transaction - Specific Due Diligence Checklists For Acquisitions Or Investments On
Specific Dealings In Selected Industries 727
35. Sample Forms Related To Effective Due Diligence 737
36. Due Diligence Checklists For Special Situations 769
Appendix A: Bibliography And Recommended Further Reading 791
Appendix B: A Selection Of Blank Forms 793
Index 799
About the Authors 827