Due Diligence in Business Transactions
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Due Diligence in Business Transactions provides detailed guidance on: who makes up the due diligence team and what roles these various experts play; how to limit your risk of liability for inadequate or incomplete due diligence; what the courts say about "adequate due diligence " under the federal securities laws; creating a "data trail " to document the investigation; techniques that can help you uncover more and better information; the special requirements of international and intellectual property due diligence; and how the due diligence investigation process varies for different types of companies. Chapters analyze due diligence on environmental issues, real property and personal property, debt instruments, employee benefits, insurance and liability coverage, international issues, and intellectual property, as well as due diligence considerations in light of heightened national security. The book features over 100 forms and checklists.
Due Diligence in Business Transactions includes in-depth coverage of the case law and statutes governing due diligence and shows you what to do—and what to watch out for—every step of the way. Two volumes, forms on CD-ROM.
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Table of Contents
Introduction to Due Diligence
Statutory, Case Law and Common Sense Origins of Due Diligence
The Multidisciplinary Due Diligence Team
Scope of Review and Data Room
The Data Trail: Memoranda, Legal Opinions and Other Written Records
Company Interviews and Director/ Officer/Shareholder/Investor Questionnaires
Essential Records Review
Basic Environmental and Sustainability Due Diligence
Real Property and Personal Property Due Diligence Review
Debt Instrument Review
Employee Due Diligence
Foreign Worker Status Due Diligence
Due Diligence Investigations in International Transactions
Intellectual Property Due Diligence
Risk Management Practices Due Diligence
Due Diligence Considerations Involving National Security Regulations