Published on July 21, 2009
Due Diligence When Buying a Business Presenter: Steve Brown www.etiennelaw.com
Overview What is due diligence? What is the purpose behind due diligence? Who Conducts due diligence? What is the due diligence process? Where is information obtained? Lessons from the cases. www.etiennelaw.com
What is due diligence? Due Diligence is: Detective work; Doing your homework; Over coming unforeseen and unwanted issues after acquiring a business www.etiennelaw.com
Purpose behind due diligence? To minimise risk The more informed a purchaser is the more chance the purchaser has to not loose money www.etiennelaw.com
Purpose behind due diligence? Confirm what the Investigate the state of business is; management of the business; Confirm that the soundness of any Confirm the status of company to find pending lawsuits; and contingent liabilities; Identify the extent and Avoid quantum of contingent misunderstandings as liabilities to the type and condition of the business being bought; www.etiennelaw.com
Purpose behind due diligence? Essentiallygain information that will be useful for valuing assets, defining representations and warranties, and/or negotiating price concessions; www.etiennelaw.com
Who conducts due diligence? Due Diligence Committee Comprised of purchaser Purchasers lawyer Purchasers accountant Purchasers financier Others that are need as required by the transaction www.etiennelaw.com
What is the due diligence process? Preliminary Form DDC Investigation DD Undertakes of C’ttee Detective Target work Use Results to negotiate Due Diligence Purchase Obtain Process terms Target to acquire Acquire Target knowing all that is to be known Given the time and money the Purchaser has/wants To spent www.etiennelaw.com
Where is information obtained? From the target, data room, employees on-site investigations From the purchaser’s own knowledge From industry bodies From trade magazines From consultants From customers, clients and suppliers www.etiennelaw.com
Lessons from the cases…. Have a due diligence agreement Plessey Components Pty Ltd v Cant Determine what is proper due diligence objective or subjective test SDS Corporation Ltd v Pasdonnay Pty Ltd & Anor Minimise disruptions to target SDS Corporation Ltd v Pasdonnay Pty Ltd & Anor Get a clear understanding between the parties Hayle Holdings Pty Ltd v Australian Technology Group Ltd  FCA 1242 www.etiennelaw.com
Contact a qualified business attorney to help you navigate the process of starting a business. (e.g., Chicago, IL or 60611)
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