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Due Diligence

Learn how an acquirer verifies, investigates, and audits the target company to ensure informed decision-making.

Transcript

Due diligence is the process of investigating or auditing a company to assess the value, risks, and opportunities associated with a potential merger or acquisition.

I. Due-Diligence Process

The due-diligence period begins shortly after the M&A transaction is initiated, typically following the execution of a nondisclosure agreement, and continues until the transaction closes.

A. Due-Diligence Request

The acquirer generally kicks off the due-diligence period by submitting a due-diligence...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company