Due Diligence and the Business Transaction: Getting a Deal Done

Due Diligence and the Business Transaction: Getting a Deal Done  is a practical guide to due diligence for anyone buying or selling a privately held business or entering into a major agreement with another company. 

When you’re buying a business, it’s wise to conduct due diligence. That’s the process of investigating and verifying the firm’s finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don’t, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you to know about.

Conversely, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn:

• How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal
• How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation
• How the results of due diligence may and often will change the elements of the final deal
• How to draft due diligence documents so they protect your interests
• What successful deals look like

Corporate attorney and due diligence expert Jeffrey W. Berkman interweaves critical action points, guidelines and procedural steps, case studies, and due diligence questionnaires, checklists, and documents. The veteran of many business deals, Berkman’s advice will help you avoid business-crippling mistakes and make the best deal possible.

What you’ll learn

• The nature and purpose of due diligence
• When you need to perform due diligence
• Why it is important for sellers of a business or issuers in private placements to conduct due diligence before going to the market
• How to scale the scope and breadth of due diligence, depending on the nature of the transaction
• Who you need to involve when conducting due diligence
• How to find landmines that may otherwise come back to wreck the business you just bought
• How to best use the knowledge you gain through due diligence

Who this book is for

Due Diligence and the Business Transaction is for business people or organizations who are buying, selling, or investing in a business or engaging in joint ventures with other companies. It will help them understand how to gain critical information and use it wisely to get the best deal possible.

Table of Contents

Chapter 1. Introduction
Chapter 2. What Is Due Diligence?
Chapter 3. The Due Diligence Questionnaire
Chapter 4. Tailoring Due Diligence to the Transaction
Chapter 5. A Material Legal Issue Can Kill the Deal
Chapter 6. Has Due Diligence Created an Opportunity to Improve the Deal Terms?
Chapter 7. Applying Due Diligence Principles: The Franchise Purchase
Chapter 8. Resolving the Issues
Chapter 9. The Due Diligence Process and Pragmatic Considerations

Appendix A. Due Diligence Plan for KMF Franchisee, LLC, Investment
Appendix B. Due Diligence Questionnaire for KMF Franchisee, LLC
Appendix C. Due Diligence Questionnaire for Overlook, Inc.
Appendix D. Due Diligence Questionnaire for ABB, Inc.