due diligence ppt

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IP DUE DILIGENCE INVESTIGATIONS – PAOLA CIRONE:

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

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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 IP DUE DILIGENCE INVESTIGATIONS

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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 IP DUE DILIGENCE INVESTIGATIONS

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WHEN? Merger and acquisitions Joint ventures Privatisation of state organisations Commercial undertakings for example, stock exchange listings, financing projects and performance based commercial agreements IP DUE DILIGENCE INVESTIGATIONS

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HOW/WHAT IS THE DUE DILIGENCE PROCESS? Appointment of the team Skills/expertise Clear and definite mandate Costs Confidentiality agreements IP DUE DILIGENCE INVESTIGATIONS

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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 IP DUE DILIGENCE INVESTIGATIONS

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THE DUE DILIGENCE REPORT This report should contain: An outline of the scope of the review An analysis of the documentation and information revealed IP DUE DILIGENCE INVESTIGATIONS

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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) IP DUE DILIGENCE INVESTIGATIONS

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CONCLUSION Now fix it up Fast food and late nights Prevents unsound business transactions IP DUE DILIGENCE INVESTIGATIONS

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