LEGAL ASPECTS OF GLOBAL BUSINESS: PROTECTING YOUR BUSINESS INTERESTS
Protect your business interests in international transactions by creating a due diligence framework. Understand the goals, parties involved, and important diligence points to consider in deals. Learn how due diligence impacts pricing, strengths, weaknesses, and potential problems in targets. Identify key areas like legal, financial, and operational aspects to assess risk and ensure successful transactions.
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LEGAL ASPECTS OF GLOBAL BUSINESS: PROTECTING YOUR BUSINESS INTERESTS Tyler T. Ray, Esq. Duffy & Sweeney, LTD tray@duffysweeney.com
Creating a Due Diligence Framework What is due diligence? Who are the parties, what are the goals Important diligence points to consider in international transactions How the Due Diligence can impact the deal
What Exactly is Due Diligence ? "Due diligence" is the investigation into the business, legal and financial affairs of the entity ( target ) This target investigation occurs in connection with a wide variety of transactions, including financings and acquisitions of shares or assets, on an international scale Requires Team Identify risk and assess accordingly
The General Goals of Due Diligence are: Evaluating whether the price to be paid in a transaction is in fact fair Determining the strengths and weaknesses of the target company Concluding whether there are significant problem areas or "deal breakers;" and Assessing whether the contemplated transaction is likely to meet the originally defined objectives.
Parties in Due Diligence Employees Trade Unions Shareholders Creditors Vendors Customers Government Society
International Transactions Due Diligence Request List a document that will review all areas of the target company, such as: Legal Personnel Financial Operations / Accounting Tax Marketing Property and Equipment Business Operations Joint Ventures / Alliances / Partnerships
Important Issues in International Deals Successor liability minimizing potential liability for prior activities of the target company Identifying existing and avoiding future compliance issues Assessing timeline and cost of post-acquisition compliance; and Assisting in integration of the target s business into the business of the acquiring company
Important Issues in International Deals The nature and type of target s international commercial activities; The target s affiliates, customers, agents, distributors, and export destinations; The target s suppliers and the nature and type and origin of raw materials or finished goods sourced by the target Prior enforcement actions, prior disclosures, and legal advice; and Existing compliance and recordkeeping programs
Hot Spots Target Structure Tax Business Issues Cash Flow Customer Base Import / Export Litigation Product Liability Intellectual Property Infringement
Purchase Agreement Representations and Warranties Materiality Qualifiers Knowledge Qualifiers Indemnification Carve-Outs
Approaches for Dealing with Results of Due Diligence Valuation Reduction Escrow Voluntary Disclosure Indemnification Post-closing Cooperation Stripping offending Assets
Questions Tyler T. Ray tray@duffysweeney.com
