Synopses & Reviews
The most trusted M&A guidebook availableupdated for todays extreme-risk world of business A merger and acquisition deal can be a profitable springboard to long-term successor it can be a costly disaster. The key to experiencing the former, and preventing the latter, is a sound, effective due diligence process.
The Art of M&A Due Diligence, second edition, contains everything from the previous edition, plus new, critical information you need today. Significant regulatory and legal developments have occurred over the past decade, and this new edition ensures that youll be fully prepared for them. Updated and expanded to address your specific needs today, it accounts for noteworthy business trends and global economic events by providing:
- Latest tools for detecting and mitigating risk (9/11)
- Expanded checklist with more insolvency warning signs (Enron, WorldCom)
- Guidance on what companies can and cannot delegate to their advisors (Arthur Anderson)
- New chapter on due diligence for financial institutions to account for EESA-related changes (Housing Crash of 2007)
TABLE OF CONTENTS
PART ONE: THE DUE DILIGENCE PROCESS
Chapter 1. Conducting Due Diligence
Chapter 2. The Financial Statements Review
Chapter 3. The Operations and Management Review
Chapter 4. The Legal Compliance Review
PART TWO: TRANSACTIONAL DUE DILIGENCE
Chapter 5. The Documentation and Transaction Review
Chapter 6. Detecting Exposure Under Securities Law
Chapter 7. Detecting Exposure Under Tax Law and Accounting Regulations
PART THREE: A CLOSER LOOK AT LEGAL COMPLIANCE
Chapter 8. Detecting Exposure Under Antitrust Law and International Economic Law
Chapter 9. Detecting Exposure Under Intellectual Property Law
Chapter 10. Detecting Exposure Under Consumer Protection Law
Chapter 11. Detecting Exposure Under Environmental Law
Chapter 12. Detecting Exposure Under Employment Law
Synopsis
Detect and manage potential problems in M&A deals before they become major challenges - Lajoux and Elson are well-recognized authorities in the field and are routinely quoted by major news media
- Includes questions/answers, checklists, sample documents, and cases
- Written in the easy style that distinguishes McGraw-Hill's bestselling Art of M&A series
Alexandra Reed Lajoux (Alexandria, VA) is Chief Knowledge Officer and Corporate Secretary at the National Association of Corporate Directors. Charles M. Elson (Washington, D.C.) is Chair in Corporate Governance and Director of the Center for Corporate Governance at the University of Delaware.
Synopsis
- Detailed advice on detecting and managing potential problems in M&A deals before they become major challenges
- Lajoux and Elson are well-recognized authorities in the field and are routinely quoted by major news media
- Includes questions/answers, checklists, sample documents, and cases
Synopsis
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. Youll find everything you need to mitigate all types of traditional riskfinancial (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 lookand what to look for--when conducting M&A due diligence.
Synopsis
A merger or acquisition deal can be a profi table springboard to long-term success--or it can be a costly disaster. The key to experiencing the former and preventing the latter is a sound, effective due diligence process.
The Art of M&A Due Diligence, second edition, is extensively updated to provide new, critical information you need today. Signifi cant regulatory and legal developments have occurred over the past decade, and this new edition ensures that you'll be fully prepared for them. It accounts for noteworthy business trends and global economic events by providing:
- The latest tools for detecting and mitigating risk (9/11)
- An expanded checklist with more insolvency warning signs (WorldCom)
- Guidance on what companies can and cannot delegate to their advisors (Arthur Andersen)
- A new chapter on due diligence for fi nancial institutions to account for EESA-related changes (2010 legacy of TARP)
About the Author
Alexandra Reed Lajoux is Chief Knowledge Officer and Corporate Secretary at the National Association of Corporate Directors (NACD), a not-for-profi t organization dedicated to educating corporate directors. Reed Lajoux has served as the editor of
Mergers & Acquisitions Magazine, the premier publication for working professionals in the M&A field. She lives in Fairfax, Virginia.
Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm Holland & Knight. Elson lives in the Wilmington, Delaware, area.
Table of Contents
PART ONE: THE DUE DILIGENCE PROCESS;
Chapter 1. Conducting Due Diligence;
Chapter 2. The Financial Statements Review;
Chapter 3. The Operations and Management Review;
Chapter 4. The Legal Compliance Review;
PART TWO: TRANSACTIONAL DUE DILIGENCE;
Chapter 5. The Documentation and Transaction Review;
Chapter 6. Detecting Exposure Under Securities Law;
Chapter 7. Detecting Exposure Under Tax Law and Accounting Regulations;
PART THREE: A CLOSER LOOK AT LEGAL COMPLIANCE;
Chapter 8. Detecting Exposure Under Antitrust Law and International Economic Law;
Chapter 9. Detecting Exposure Under Intellectual Property Law;
Chapter 10. Detecting Exposure Under Consumer Protection Law;
Chapter 11. Detecting Exposure Under Environmental Law;
Chapter 12. Detecting Exposure Under Employment Law