To decide if your business is ready to undertake an acquisition.

Then I'll deal with the issue of making the right choice, that is,

choosing a target. After that, I'll discuss the process of

Assessing the target business, which involves gathering

Financial information, like looking at trends in sales and profit

margins, for example. I think we'll have time for a short break

at that point. After the break, I'll move on to the legal aspects.

At the end, I'll conclude with a look at how the deal itself is

Carried out and will provide you with an example of a case I

handled, a rather interesting acquisition. There'll be time for

Discussion at the end...

Audio transcripts E

Part II

There'll be time for discussion at the end. OK, then. In this

section of my presentation, I'll be addressing the main legal

Issues which arise at different stages of the acquisition

Process, which require separate and sequential treatment.

That's to say, they have to be done in the proper order. First, I'll

tell you about the due diligence stage, and then we'll look at

The deal stage. Allow me to point out here that these are all

Matters that are best handled by a lawyer, which means of

Course that our firm can certainly handle these matters for

You.

Right. Due diligence. What is due diligence? Generally, this

term's used to refer to the careful professional scrutiny of the

Assets and liabilities of a company, usually in preparation for

an acquisition. It's the process of uncovering all the liabilities

associated with a firm. It's also the process of checking if the

Claims made by the seller of the target business are correct.

You should know that directors of companies are answerable

To their shareholders for ensuring that this process is properly

Carried out.

For legal purposes, there are several things that must be done in

The course of due diligence. First, you have to obtain proof that

The target business owns key assets such as property,

Equipment, intellectual property, copyright and patents. Another

Thing that you should do is to get the details of past, current or

Pending legal cases. Look at the contractual obligations that the

Business has with its employees (including pension obligations),

As well as contractual obligations with customers and suppliers.

Here, one has to think about any likely or future obligations. It's

Also important to consider the impact that a change in the

Ownership of the business may have on existing contracts. As I

Said, due diligence is routinely conducted by a lawyer.

Now let me move on to the deal stage. When you are

considering general terms of a potential deal, you'll probably

Look for certain confirmations and commitments from the seller

of the target business. These'li provide a level of comfort

about the deal. They're also indications of the seller's own

Confidence in their business.

A written statement from the seller or buyer that provides

Assurance of a key fact relevant to the deal is known as a

Date: 2015-12-11; view: 1116