Due Diligence - Minimising Risk to Ensure Success

Course overview Conducting a thorough due diligence exercise is essential. The risks of failing to do so are all too evident in recent history. This training course offers a comprehensive and practical guide to commercial legal and financial due diligence in the context of M&A transactions. The course is designed to be highly practical and features hands-on workshop sessions and case studies. Summary of course content Understand how commercial due diligence reduces risk Comprehend due diligence, including significant contracts, litigation and claims Know the key questions to ask when conducting an due diligence Consider the due diligence questionnaire and the key drafting issues involved Analyse the structure and content of the due diligence report Assess the importance of the disclosure letter from vendor and purchaser’s perspective Includes workshops on the Pre-contract Issues Letter of Engagement Disclosure Letter Methodology As with all Euromoney Training courses, this programme makes use of case-studies and exercises to ensure that you leave the course, ready to apply your new knowledge. Who should attend? In-house lawyers Managing directors Financial directors Commercial directors Professionals responsible for mergers and acquisitions “Very dynamic speaker -made it fun and relaxed” Total (M&A , 2012) “I really enjoyed the course. It was very informative and well delivered” BAE Systems (M&A, 2012) “A truly enriching learning experience” NNB International bank (M&A, 2011)
Day 1 Introductions - Acquisition Process Structuring and Negotiating a Merger and/or Acquisition – Background to Due Diligence Context of the acquisition The selling process Valuation issues Other pre-sale issues Overview – Ensuring Success What is due diligence Why bother? Types of due diligence Warranties and due diligence - interdependence The due diligence team Assess the nature of the transaction A continuous process Pre -Contract Issues Differences between Common and Civil Law Confidentiality Representations Misrepresentations Warranties Pre contract agreements Workshop Pre - Contract Issues – Workshop Letter of Engagement – Sample The Purchaser’s Needs Client’s instructions Due diligence team Objectives Reporting Teams and duplicating exercise – dangers Infiniteland v Artisan Commercial Due Diligence Should you carry it out? How it reduces risk – key specific areas Structure of industry Commercial risks Impact on negotiations Relevance to integration Commercial DD Checklist Day 2 Dealing with Confidential Information Types Drafting agreements What is confidential information? Types of disclosure Commercial confidences Drafting a confidentiality agreement Legal Due Diligence Reviewing significant contracts Regulatory compliance with laws Insurance coverage and related issues Litigation and claims Understanding regulatory consents and Hurdles to the proposed transaction Dealing with specific cross border complications International Issues Local business practice Culture Access to files Quality of management information Technical interpretations Integration Due Diligence Questionnaire Drafting Key questions Supplementary questions Material contracts Financial Due Diligence Why bother? Objectives Process Cash generation Accounting policies Trading results Net Assets Future trading performance Financial information checklist Corporate Governance Codes Directors Judiciary duties Investors Audit committee Information flow Day 3 Intellectual Property Due Diligence Value of IP What IP to look out for IP questions in Due Diligence Where are the answers? Seller’s risk – Buyer’s risk Common IP warranties Case study Disclosure Letter – Workshop Vendor’s approach Purchaser’s approach Knowledge How full and complete? Example Checklist Warranties Compare with indemnities and guarantees Claims Extent of liability Limitation period Remedies Key cases Workshop Negotiating Warranties and Indemnities Against the Due Diligence Output - Due Diligence Report Structure Content Sample outline Sample issues