Due Diligence and the Business Transaction: Getting a Deal Done is a practical guide to due diligence for anyone buying a business orselling aprivately heldbusiness of any size, or anyone entering into a major agreement with another company. When you're buying a business, it's wise to conduct due diligence. That's the process of investigating and verifying the firm's finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don't, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you know about. Likewise, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Among other things, Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn: How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation How the results of due diligence may and often will change the elements of the final deal How to draftdue diligence documents so they protect your interests What successful deals look like What you'll learn The nature and purpose of due diligence When you need to perform due diligence Why it is important for sellers of a business or issuers in private placements to conduct due diligence before going to the market How to scale the scope and breadth of due diligence, depending on the nature of the transaction Who you need to involve when conducting due diligence How to find landmines that may otherwise come back to wreck the business you just bought How to best use the knowledge you gain through due diligence Who this book is for
Due Diligence and the Business Transaction is forbusiness people or organizations who are buying, selling, or investing in a business or engaging in joint ventures with other companies. It will help them understand how to gain critical information and use it wisely to get the best deal possible.
Introduction The Due Diligence Plan The Due Diligence Questionnaire Tailoring Due Diligence to the Transaction A Material Legal Issue Can Kill the Deal Has the Due Diligence Created an Opportunity to Improve the Deal Terms? Applying Due Diligence Principles: The Franchise Purchase Resolve the Issues and Proceed Comfortably The Due Diligence Process and Pragmatic Consideration Appendix A Sample Due Diligence Plan Appendix B Sample Due Diligence Questionnaire Appendix C Appendix D
Jeffrey W. Berkman, principal at the Berkman Law Firm, PLLC, has represented companies and investors in connection with domestic and cross-border corporate transactions, M&A, venture capital, private equity, secured financing, and other business transactions in the U.S., Asia, and Europe. He also provides corporate advice in a number of areas, including business formation, advising small and emerging businesses, start-up issues, partnership matters, drafting/reviewing licensing, distribution, vendor, employment and other commercial contracts, and providing advice on numerous other commercial/business law matters. Berkman is a director of Carmike Cinemas, Inc. (CKEC) as well as a director of several non-public companies in the U.S. and Asia. The Berkman Law Firm was chosen as a 2012 finalist by the New York Enterprise Report s Best Accountants and Attorneys for Privately Held Companies. Berkman writes extensively about business law issues relating to small and emerging businesses on his blog www.mybizlawyerblog.com, and he is a lecturer for continuing legal education classes and a presenter at a variety of seminars and business workshops. The Berkman Law Firm is a corporate/business law firm advising start-ups, emerging and established companies, investors and business ventures in a variety of industries, including high tech, Internet, e-learning, software and hardware development, call center/business process outsourcing, healthcare, real estate, and education.