TELESEMINAR: Diligence in Business Transactions – A National Perspective
March 13, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours
Business transactions, particular mergers and acquisitions, can be done or undone in business in the due diligence period – strengths and weaknesses in a business are discovered, confirming the negotiated terms of a deal or calling them into question. When diligence is not conducted vigorously, misunderstandings about crucial financial and business facts may go unaddressed and the essential benefit of the bargain among the parties potentially lost through a failure to make an effort. Diligence can be wide in scope and costly, potentially hobbling a transaction, or with careful planning it can be tailored to areas of a specific transaction most likely to give rise to issues. This program will provide you with a practical guide to planning the diligence process, understanding the most areas of inquiry depending on the transaction, and checklists.
- Most important components of due diligence – spotting red flags for your clients
- Checklists of information you need, where to get it, and timelines
- Financial records and statements – what should attorneys look for?
- Legal structure of an acquisition target – validity and authorization
- Contracts with suppliers and customers – ensuring stability and visibility of revenue
- Employee and compensation issues – finding hidden pitfalls
- Trade secrets, brands, and intellectual property – ensuring what you get it protected or protectable
Richard A. Johnson, Venable, LLP, Washington, D.C.