Due Diligence
An M&A Value Creation Approach
(Sprache: Englisch)
This nuts and bolts guide examines all aspects of an M&A due diligence from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post closing follow up.
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This nuts and bolts guide examines all aspects of an M&A due diligence from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post closing follow up.
Klappentext zu „Due Diligence “
This nuts and bolts guide examines all aspects of an M&A due diligence from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post closing follow up. It advocates a focus on both risk mitigation and shareholder value creation, and emphasizes a holistic approach that spans from planning to post acquisition integration. The tentative contents is: (1) Introduction; (2) Planning for value creation: growth strategy; (3) Engagement and pursuit; (4) Preparing for due diligence; (5) Validation of value: performing due diligence; (6) Assessment of due diligence results; (7) Optimizing value: post diligence negotiation; (8) Extracting value: post transaction integration.
Inhaltsverzeichnis zu „Due Diligence “
PrefaceStep-by-Step Guidance
How the Book Is Organized
Planning
Investigation
Execution
Part One: Planning
Chapter 1: Introduction
Overview
Mergers and Acquisitions: A Way of Corporate Life
Mixed Results
Acquisition Risk and Due Diligence
Preventable Causes of Failure
Myopic Approach to Due Diligence
Reacting to Deals
Compartmentalized Behavior
Inactionable Findings
Exclusive Focus on Risk Mitigation
Actionable Enablers of Success
Holistic View of Due Diligence
Proactive Growth Strategy
Integrated Management
Purposeful Action
Value Orientation
Due Diligence and Value Creation
Plan to Create Value
Strategic Purpose
Value Drivers
Key Risks
Purposeful, Proactive Behavior
Key Points
Chapter 2: Planning for Value Creation: Growth Strategy
Introduction
The Central Role of Strategic Planning
Chapter Focus
The Strategic Planning Process
Managing the Process
Characteristics of an Effective Planning Process
Process Overview
Strategic Assessment
Market Targeting Process
Investment Objectives
Market Expansion
Vertical Integration
Infrastructure Improvement
Investment Alternatives
Characteristics of Investment Types
Back-up Planning
Plan Outputs
Conclusion
Key Points
Chapter 3: Implementing the Growth Strategy
From Identification to Pursuit
Choosing an Acquisition Strategy
Winnowing Process
Identification
Marketplace for Acquisitions
Identifying Prospects
Qualification
Strategic Fit
Availability
U.S. Antitrust Considerations
Engagement
Proactive Engagement
Reactive Engagement
Assessment
Notification/Approval Document
Plan to Create Value
Pursuit
Transaction Framework: Sellers' and Acquirers' Different Perspectives
Taking Action: Assembling the Core Acquisition Team
Key Points
Part Two: Investigation
Chapter 4: Preparing for Due Diligence
Introduction
Due
... mehr
Diligence Reviews
Chapter Focus
Environmental Factors
External Forces
Internal Limitations
Risks and Opportunities Assessment
Impact of Environmental Factors on the Review
Creation of the Due Diligence Team
Introduction
Composition of the Due Diligence Team
A Caveat
Other Considerations
Initial Preparation Measures
Development of the Due Diligence Program
Program Development Process
Key Aspects of the Due Diligence Program
Objectives, Procedures and Findings and Recommendations Illustrated
A Due Diligence Mind Set
Planning Due Diligence
Finalize the Program
Mechanisms for Team Coordination
Resolve Issues of Overlap
Maintain an Aggressive Posture
Communicate Logistical Information
Communicate Responsibility and Timing of Report Submissions
Key Points
Appendix 4A: Due Diligence Checklist
I. Review Company Background and Organization and Proposed Transaction
II. Financial
III. Technology
IV. Products
V. Marketing and Sales
VI. Legal
VII. Insurance
VIII. Human Resources
Chapter 5: Conducting the Due Diligence Review
Introduction
Overview of Transaction Types
Auctions
Auctions: the Buyer's Perspective
Preemptive Bids
Purchase Premium Preemption
Price Preemption: the Buyer's Perspective
Relationship-Based Preemption
Relationship-based Preemption: the Buyer's Perspective
Summary of Transaction Characteristics
Components of the Due Diligence Review
Management Presentations
Management Team Interviews
Document Review
Tour of the Facilities
Technology Tradeoffs
Due Diligence Reviews: An Objectives-Driven Approach
Overview
Due Diligence Objectives
Integration
Assessment by Function
Finance and Accountin
Human Resources
Sales & Marketing
Research and Development
Information Technology Review
Operations/Production Review
Legal and Insurance Review
Cross-Functional Coordination and Analysis
Conclusion
Key Points
Appendix 5A: Illustrative Final Process Letter Outline
Invitation
Description of transaction process
Guidelines for final offers
Appendix 5B: Illustrative Data Room Information Listing
Chapter 6: Reporting on Due Diligence: Deliverables and Decisions
Introduction
Outcomes of the Due Diligence Review
The Importance of Back-Up Planning
Elimination in the Auction Process
Outputs/Reports
The "No Go" Decision
"No Go" Discoveries
Strategic Issues
Valuation Issues
Risk Issues
Outputs/Reports
Renegotiations of Major Terms
Outputs/Reports
Decision to Proceed
Outputs/Reports
A Comprehensive Due Diligence Report
A Summary Due Diligence Report
A Corporate Approval Document
An Integration Plan
A Contingency Plan
Key Points
Part Three: Execution
Chapter 7: Optimizing Value: Translating Due Diligence Findings into Action
Acting on Due Diligence Findings
Pre-acquisition versus Post-acquisition Issues
Revisiting the Valuation and Purchase Price
Reviewing the Acquisition Transaction Structure
Contingent Purchase Price
Acquiring Assets versus Stock
Sharing Risk: Contractual Terms and Conditions
Marking up the Draft Purchase Agreement
Contract Drafting and Revision
Key Sections of the Purchase Agreement
Purchase and Sale
Closing
Representations and Warranties of the Seller
Representations and Warranties of the Buyer
Covenants
Employment Matters
Conditions to Close
Termination
Indemnification
Tax Matters
General Provisions
Disclosure Schedules
Transition Services Agreement
Managing Contract Negotiations
Effective and Efficient Negotiations
Empowered Leadership
Support of Legal Counsel
Support by Experts
Review and Feedback
Commitment to Getting the Deal Done
Closing
Shepherding the Transaction toward Closing
Regulatory Approval
Hart-Scott-Rodino (HSR) Act
Buyer Financing
Third-party Consents
Closing the Transaction
Key Points
Chapter 8: Integration: Extracting Value and Mitigating Risk
Dual Focus of the Integration Effort
Extracting Value
Mitigating Risk
Integration Team
Early Formation
Leadership
Structure and Composition
Integration Plan.
Plan Components
First 90 Days Versus Longer Term
Management of the Integration Process
Communication
Reporting and Decision-Making.
Contingency Plan
Broader View of Risks
Plan Components
Human Factors
Culture
Knowledge Transfer
Recommendations for Post-Acquisition Management
Key Points
Index
Chapter Focus
Environmental Factors
External Forces
Internal Limitations
Risks and Opportunities Assessment
Impact of Environmental Factors on the Review
Creation of the Due Diligence Team
Introduction
Composition of the Due Diligence Team
A Caveat
Other Considerations
Initial Preparation Measures
Development of the Due Diligence Program
Program Development Process
Key Aspects of the Due Diligence Program
Objectives, Procedures and Findings and Recommendations Illustrated
A Due Diligence Mind Set
Planning Due Diligence
Finalize the Program
Mechanisms for Team Coordination
Resolve Issues of Overlap
Maintain an Aggressive Posture
Communicate Logistical Information
Communicate Responsibility and Timing of Report Submissions
Key Points
Appendix 4A: Due Diligence Checklist
I. Review Company Background and Organization and Proposed Transaction
II. Financial
III. Technology
IV. Products
V. Marketing and Sales
VI. Legal
VII. Insurance
VIII. Human Resources
Chapter 5: Conducting the Due Diligence Review
Introduction
Overview of Transaction Types
Auctions
Auctions: the Buyer's Perspective
Preemptive Bids
Purchase Premium Preemption
Price Preemption: the Buyer's Perspective
Relationship-Based Preemption
Relationship-based Preemption: the Buyer's Perspective
Summary of Transaction Characteristics
Components of the Due Diligence Review
Management Presentations
Management Team Interviews
Document Review
Tour of the Facilities
Technology Tradeoffs
Due Diligence Reviews: An Objectives-Driven Approach
Overview
Due Diligence Objectives
Integration
Assessment by Function
Finance and Accountin
Human Resources
Sales & Marketing
Research and Development
Information Technology Review
Operations/Production Review
Legal and Insurance Review
Cross-Functional Coordination and Analysis
Conclusion
Key Points
Appendix 5A: Illustrative Final Process Letter Outline
Invitation
Description of transaction process
Guidelines for final offers
Appendix 5B: Illustrative Data Room Information Listing
Chapter 6: Reporting on Due Diligence: Deliverables and Decisions
Introduction
Outcomes of the Due Diligence Review
The Importance of Back-Up Planning
Elimination in the Auction Process
Outputs/Reports
The "No Go" Decision
"No Go" Discoveries
Strategic Issues
Valuation Issues
Risk Issues
Outputs/Reports
Renegotiations of Major Terms
Outputs/Reports
Decision to Proceed
Outputs/Reports
A Comprehensive Due Diligence Report
A Summary Due Diligence Report
A Corporate Approval Document
An Integration Plan
A Contingency Plan
Key Points
Part Three: Execution
Chapter 7: Optimizing Value: Translating Due Diligence Findings into Action
Acting on Due Diligence Findings
Pre-acquisition versus Post-acquisition Issues
Revisiting the Valuation and Purchase Price
Reviewing the Acquisition Transaction Structure
Contingent Purchase Price
Acquiring Assets versus Stock
Sharing Risk: Contractual Terms and Conditions
Marking up the Draft Purchase Agreement
Contract Drafting and Revision
Key Sections of the Purchase Agreement
Purchase and Sale
Closing
Representations and Warranties of the Seller
Representations and Warranties of the Buyer
Covenants
Employment Matters
Conditions to Close
Termination
Indemnification
Tax Matters
General Provisions
Disclosure Schedules
Transition Services Agreement
Managing Contract Negotiations
Effective and Efficient Negotiations
Empowered Leadership
Support of Legal Counsel
Support by Experts
Review and Feedback
Commitment to Getting the Deal Done
Closing
Shepherding the Transaction toward Closing
Regulatory Approval
Hart-Scott-Rodino (HSR) Act
Buyer Financing
Third-party Consents
Closing the Transaction
Key Points
Chapter 8: Integration: Extracting Value and Mitigating Risk
Dual Focus of the Integration Effort
Extracting Value
Mitigating Risk
Integration Team
Early Formation
Leadership
Structure and Composition
Integration Plan.
Plan Components
First 90 Days Versus Longer Term
Management of the Integration Process
Communication
Reporting and Decision-Making.
Contingency Plan
Broader View of Risks
Plan Components
Human Factors
Culture
Knowledge Transfer
Recommendations for Post-Acquisition Management
Key Points
Index
... weniger
Autoren-Porträt von William J. Gole, Paul J. Hilger
William J. Gole, MBA, CPA, is the former Senior Vice President, Planning and Business Development, with Thomson Healthcare, a division of Thomson Reuters, where he was responsible for strategic planning and acquisition and divestiture activity.Paul J. Hilger, CPA, is the former Executive Vice President and Chief Financial Officer of Thomson Healthcare. He has over twenty-five years of financial leadership experience, and has led numerous acquisitions and divestitures from planning through integration.
Bibliographische Angaben
- Autoren: William J. Gole , Paul J. Hilger
- 2009, 1. Auflage, 304 Seiten, Maße: 15,7 x 23,5 cm, Gebunden, Englisch
- Verlag: Wiley & Sons
- ISBN-10: 0470375906
- ISBN-13: 9780470375907
- Erscheinungsdatum: 05.08.2009
Sprache:
Englisch
Rezension zu „Due Diligence “
"The authors of this book offer what they call a holistic approach to the due diligence aspects of corporate mergers and acquisitions. Although the authors briefly point to legal considerations in the M&A process, this is not a legal title. It was written by CPAs to provide practical guidance to due diligence activities. The authors accomplish this goal therefore the book would be more approporiate for an undergraduate or graduate business library than an academic law library." ( Legal Information Alert , Vol 29, No 3)
Pressezitat
"The authors of this book offer what they call a holistic approach to the due diligence aspects of corporate mergers and acquisitions. Although the authors briefly point to legal considerations in the M&A process, this is not a legal title. It was written by CPAs to provide practical guidance to due diligence activities. The authors accomplish this goal therefore the book would be more approporiate for an undergraduate or graduate business library than an academic law library." ( Legal Information Alert , Vol 29, No 3)
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