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WHAT IS A DUE DILIGENCE?It is essentially an investigation to manage risksBroadly defined the term
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1. IP DUE DILIGENCE INVESTIGATIONS PAOLA CIRONE INTRODUCTION
TOPICS TO BE COVERED
What is a due diligence?
Why and when do you conduct a due diligence?
How do you conduct a due diligence? (What is the process?)
The due diligence report
CONCLUSION
2. WHAT IS A DUE DILIGENCE?
It is essentially an investigation to manage risks
Broadly defined the term Due Diligence is universally applied to investigations of information provided by a potential seller to a potential buyer
3. WHY AND WHEN DO YOU CONDUCT A DUE DILIGENCE?
WHY?
Transactions involve substantial financial obligations
A characteristic of our business environment is to always present the best picture
Essential to determine the undisclosed risks which are attached to the transaction as this may result in the transaction being aborted or affect the purchase price or terms of the agreement
4. WHEN?
Merger and acquisitions
Joint ventures
Privatisation of state organisations
Commercial undertakings for example, stock exchange listings, financing projects and performance based commercial agreements
5. HOW/WHAT IS THE DUE DILIGENCE PROCESS?
Appointment of the team
Skills/expertise
Clear and definite mandate
Costs
Confidentiality agreements
6. HOW/WHAT IS THE DUE DILIGENCE PROCESS? (cntd)
Data room and access to the room
Due Diligence Questionnaire and Checklist
One on one interviews with management from the target company
Investigative mode of enquiry which will include searches of public registers
7. THE DUE DILIGENCE REPORT
This report should contain:
An outline of the scope of the review
An analysis of the documentation and information revealed
8. THE DUE DILIGENCE REPORT (cntd)
A list of all the information disclosed by investigations (public record searches)
Limitations and disclaimers of liability
An executive summary which outlines the legal issues identified and advises on the legal implications of proceeding with the transaction (Risks and Liabilities)
9. CONCLUSION
Now fix it up
Fast food and late nights
Prevents unsound business transactions