Due Diligence

We can assist you in due diligence exercises in the course of public company M&A, private M&A, joint ventures and strategic alliances and multinational divestitures. Our experienced team will help you through the whole due diligence process to discover all legal risks, making it less time-consuming for you.

 

 

CASE STUDY

UNDERTAKING A DUE DILIGENCE INVESTIGATION

Public searches

At the outset of an acquisition deal, we are assisting our clients who want to purchase a target to review all public sectors relating to the target business or company.

Questionnaire

When a client wants to purchase a target, we can assist you to begin the due diligence process by forwarding a detailed request for information to the seller's legal advisors (a ' due diligence questionnaire') → tailored to the particular business involved.

Giving particular thought to the typical risks inherent in the market and jurisdiction in which the target operates, and to the buyer's specific concerns.

Acting on your behalf as 'information controller' liaising with the other professional advisers representing the buyer.

Where the target company has subsidiaries in multiple jurisdictions, we can be helpful for (i) producing and submitting to the seller a master questionnaire, along with draft questionnaires for each country involved in a way to ascertain additions for any jurisdiction, as well as (ii) reviewing and coordinating the results.

Data room

We can assist you in the time-consuming review of the information in the data room → focus on the key areas of concern for the buyer.

Most common areas of our investigation involve, among others:

Corporate information: constitutional documents; directors and shareholders; internal register and minutes.

Financial information: accounts; loans; charges; credit reports; checking solvency of the seller.

Key contracts: contracts fundamental to the seller's business; rights triggered by a change of control; non-arm's length trading relationships.

Intellectual property rights (IPR)

Employees and pensions: terms of employment; collective agreements; retaining directors and managers; restrictive covenants; pensions.

Property: inspection/valuation/survey; landlord's consents; original tenants of leasehold property (in the UK); problems of investigation on a share purchase.

Environmental matters: the environmental problem in acquisitions; the legislation; penalties, directors' liability and clean-up costs; public information; licenses; other searches and enquiries.

Due diligence reports

Helping you to produce legal due diligence reports, both on an on-going basis during the investigation process and a final report once investigating the target is completed.

We may help you for coordination of the results of all due diligence investigations concerning the target's overseas subsidiaries.

Depending on the circumstances of the transaction, we will assist you in preparing the required type of report: interim report; full audit; 'by exception' report focusing only on matters that are material to the proposed acquisition, or on unusual or unexpected matters.