Due Diligence Report - Globalnegotiator

1y ago
1 Views
1 Downloads
789.28 KB
5 Pages
Last View : 5m ago
Last Download : 3m ago
Upload by : Matteo Vollmer
Transcription

DUE DILIGENCE REPORT FORMAT AND SAMPLEThe Due Diligence Report includes a format and sample of information used in businesstransactions such as a merger or acquisition, partnership, investment, etc. The report requiresresearch carried out prior to a financial transaction to assess commercial and legal risks, as well asopportunities. The findings of the investigation and analysis are summarized in a report which isknown as the Due Diligence Report. This report is sent as an internal document to member of theexecutive team who are evaluating the transaction and is a requirement for closing the deal. TheDue Diligence Report focuses on corporate structure, company’s financial data, informationabout business operations and sales and marketing analysis. it also includes data aboutmanagement staff, risks, legal issues, etc. Additional categories should be added as necessarydepending of the nature of the due diligence in question.DUE DILIGENCE REPORTIndex of Contents1. Management Summary2. Corporate structure and Ownership3. Financial4. Business Plan5. Sales and Marketing6. Assets7. Management and Staff8. Operations9. Legal10. Risks11. Other Observations12. Recommendations1

1. MANAGEMENT SUMMARYInclude key findings of Due Diligence investigation.2. CORPORATE STRUCTURE AND OWNERSHIPObjectives: Identify if there are any issues with the ownership structure that may causeus difficulties/conflicts of interest in the future, or be prejudicial to our shareholderinterest. What Corporate Structure is used Who are the shareholders List by shareholding Identify who are: Full time active in the companyNon full-time but active investorsPassive ShareholdersCorporate ShareholdersIdentify shareholder objectives for all major shareholders. If Corporate shareholdersexist, what is objective of shareholding.Depending on split may be necessary to speak with all principal shareholders.Identify any possible conflicts or difficulties with different shareholder interests.Are there any subsidiaries?If these exist, how are they managed?Documents to be provided Articles of Association and Memorandum, together with a copy of thecompany’s latest annual return to Company’s House. Copies of allshareholder agreements still in force. Current share register and details of different classes and rights, if applicable. Copies of all shareholder agreements still in force. List of proposed new investors with likely amounts to be invested and any2

conditions applicable. Details of all outstanding share options, warrants, conversion rights or otheragreements that may result in further shares being issued. List of any subsidiaries with percentage owned, purpose of company, name ofdirector(s), and latest sales turnover, net profit and balance sheet.3. FINANCIALObjective: Ensure we have a true and accurate picture of the financial state of thecompany, and realistic projections going forward Examine the accounts that exist. Are there any previously documentedbusiness plans with which to compare them? If not, why not? What are the key revenue items for the business? How reliable are they goingforward? What are the key costs of the business? How are these likely to evolve over thenext 3 years? How might they be reduced if circumstances required it? What are the assets on the balance sheet? If there are any unusual items, howis the value arrived at? Look at the debtors register. Is this company having difficultygetting aid? if so, why? Has the company filed all necessary taxreturns (TVA/VAT, Profit related Tax etc). Is the company benefiting from any government grants/loans etc., and if so onwhat termsDocuments to be provided Copies of the last three audited (or provisional) annual accounts. Sales and estimated net profits during the current financial year to date andan estimated balance sheet at the latest available date. Details of anymaterial changes since such balance sheet. Details of any loans, overdrafts or other indebtedness currently outstanding. Documentation relating to any government grant/aid or loans.3

Projections for the current full financial year and four further years,including sales turnover, gross margin, overhead costs, EBITDA, net cashflow and year end cash balance. Contact details of the company’s accountants and authority for us to speak tothem about the company’s financial affairs. Name and contact details of the company’s principle bank and authority forus to contact them to obtain a standard bank reference. Details of any current or anticipated legal action or tax enquiries affecting thecompany. Name of legal adviser and permission to speak to them if any legalaction pending. List of premises occupied, leased or owned by the company with rents payableand dates of lease expiry or break clauses. Summary of principle insurance ------------------------This is a sample of the Due Diligence Report Format.To get more information about this document click here:DUE DILIGENCE REPORT4

BUSINESS CONTRACTS & AGREEMENTS TEMPLATESBUSINESS CONTRACTS Strategic Alliance Agreement Joint Venture Agreement Manufacturing Contract Supply Contract Service Provider Contract Consulting Services ContractCOMMERCIAL CONTRACTS Sales Commission Contract Real State Agent Agreement Exclusive Distribution Contract Commercial Agency Contract Sales Representative AgreementLICENSE & FRANCHISE CONTRACTS Trademark License Agreement Technology Transfer Agreement Software License Agreement Franchise Contract Master Franchise ContractCONFIDENTIALITY CONTRACTS Confidentiality Contract betweenCompanies Confidentiality Contract for Product orBusiness Idea Confidentiality Contract for Employees Confidentiality Contract for Consultantsand ContractorsSHAREHOLDERS & INVESTORS AGREEMENTS Shareholders Agreement for a NewCompany Investors Agreement Business Plan for Investors Business Proposal for InvestorsBUSINESS SALE AND PURCHASE AGREEMENTS Business Sale and Purchase AgreementShare Sale and Purchase AgreementBroker Agreement for the Sale of a BusinessBroker Agreement for the Sale of SharesConfidentiality Agreement for Selling a Business Disclosure Letter for Selling a BusinessLetter of Intent to Purchase a BusinessDue Diligence ReportDue Diligence ChecklistLegal Due DiligenceOnline s-contracts

DUE DILIGENCE REPORT FORMAT AND SAMPLE The Due Diligence Report includes a format and sample of information used in business transactions such as a merger or acquisition, partnership, investment, etc. The report requires research carried out prior to a financial transaction to assess commercial and legal risks, as well as .

Related Documents:

RGF Due Diligence Engagement Template Terms . 1 Introduction The [Applicant] is required to submit to BIS a Due Diligence report prepared by the Due Diligence Service Provider which covers the scope of the Due Diligence work set out in Appendix 7 of the Conditional Grant Offer Letter (the "Due Diligence report"). These termsof engagement set

finalizes the due diligence report - The due diligence report must seek to prov ide the most pertinent information at a gi i i i i h il b bd f ibliven point in time in the most easily absorbed form possible - It is particularly critical to relate the due diligence report to the strategic objectives of the due diligence process.

Section 01 - Legal Due Diligence 04 1.1 Purpose of Legal Due Diligence 05 1.2 Conclusion 1 4 Section 02 - Finance Due Diligence 1 5 2.1 Purpose of Finance Due Diligence 1 6 2.2 Conclusion 2 8 Annexure 2 9 Annexure 01 - Statement of Comprehensive Income 30 Annexure 02 - Statement of Financial Position 31

Phase 1 is concerned with the basics of due diligence with a focus on tools and techniques of due diligence analysis. Day One: The basics of due diligence in the oil and gas business The changing dynamics of the global oil and gas business The strategic relevance of due diligence in market analysis

§ 1.03[1] DUE DILIGENCE 1-8 § 1.03 Benefits of the Due Diligence Investigation If not carefully conceived and managed, due diligence investiga-tions can become expensive boondoggles that never end and never lead anywhere. It should be kept in mind that process without results is useless. The due diligence investigation is all about producing .

5. Anti-bribery due diligence starts sufficiently early in the due diligence process to allow adequate due diligence to be carried out and for the findings to influence the outcome of the negotiations or stimulate further review if necessary. 6. The partners or board provide commitment and oversight to the due diligence reviews.

Third-party due diligence report means any report containing findings and conclusions of any due diligence services performed by a third party. 2 The term due diligence services encompasses a review of the assets underlying an asset-backed security for the purpose of making findings with respect to:

INTRODUCTION 5 562, 579, 582, 585, 591, 592, 610). Population genetics, for example, identifies the conditions—selection pressures, mutation rates, population