The Art of M&A Due Diligence, Second Edition: Navigating Critical Steps and Uncovering Crucial Data

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9780071629362: The Art of M&A Due Diligence, Second Edition: Navigating Critical Steps and Uncovering Crucial Data

The most trusted M&A guidebook available--updated for today's extreme-risk world of business.

Major financial scandals, geopolitical upheaval, technological advances, rapid globalization . . . The world--and the way business is done--has changed drastically in the 10 short years since the original publication of this book. As a result, the already tedious M&A process has become exponentially more complex.

The most trusted guidebook of its kind, The Art of M&A Due Diligence helps you uncover problems and inconsistencies in an M&A deal while they're still manageable. You’ll find everything you need to mitigate all types of traditional risk―financial (key ratios, new GAAP-IFRS standards), operational (background checks, on-site visits), transactional (verification, checking warranties), and legal (intellectual property, environmental law).

This new edition also addresses complications introduced over the past decade by including:

  • New information about the use of electronic data rooms for due diligence
  • New focus on the role of International Accounting Standards
  • New tools for Foreign Corrupt Practices Act (FCPA) compliance
  • New regulations concerning the environment and social issues
  • New case law of interest, including key decisions of the Delaware Chancery Court and Delaware Supreme Court

The fear of risk in an M&A deal is rational, but it shouldn't prevent you from moving ahead. A well-conceived, carefully executed merger or acquisition can be extraordinarily enriching for both buyer and seller. This step-by-step guidebook is all you need to know where to look―and what to look for--when conducting M&A due diligence.

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From the Back Cover:

A merger or acquisition deal can be a profi table springboard to long-term success--or it can be a costly disaster. The key to experiencing the former and preventing the latter is a sound, effective due diligence process.

The Art of M&A Due Diligence, second edition, is extensively updated to provide new, critical information you need today. Signifi cant regulatory and legal developments have occurred over the past decade, and this new edition ensures that you'll be fully prepared for them. It accounts for noteworthy business trends and global economic events by providing:

  • The latest tools for detecting and mitigating risk (9/11)
  • An expanded checklist with more insolvency warning signs (WorldCom)
  • Guidance on what companies can and cannot delegate to their advisors (Arthur Andersen)
  • A new chapter on due diligence for fi nancial institutions to account for EESA-related changes (2010 legacy of TARP)

About the Author:

Alexandra Reed Lajoux is Chief Knowledge Officer and Corporate Secretary at the National Association of Corporate Directors (NACD), a not-for-profi t organization dedicated to educating corporate directors. Reed Lajoux has served as the editor of Mergers & Acquisitions Magazine, the premier publication for working professionals in the M&A field. She lives in Fairfax, Virginia.

Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm Holland & Knight. Elson lives in the Wilmington, Delaware, area.

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