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About the Authors
Alexandra Reed Lajoux is Chief Knowledge Officer (CKO) and Corporate Secretary at the National Association of Corporate Directors (NACD), a not-for-profit organization dedicated to educating corporate directors. She has nearly 30 years of experience as a senior writer and editor of newsletters, articles, and books. As CKO, she works with all aspects the Association’s educational programs and publications, providing content expertise to line managers in all areas.
Reed Lajoux served for a decade as the editor of Mergers & Acquisitions Magazine, the premier publication for working professionals in the M&A field. The official publication of the Association for Corporate Growth (ACG), each monthly issue of Mergers & Acquisitions reports on the critical corporate and private equity trends that buyers, sellers and their advisers need to execute profitable, value-creating deals in a highly charged marketplace.
A graduate of Bennington College, she holds advanced degrees in comparative literature from Princeton University (M.A. 1973, Ph.D. 1978), and a master's degree in business (XMBA 1981) from Loyola College in Maryland. She holds a Certificate of Director Education from NACD, and conducts educational workshops for all staff on a variety of business subjects.
Charles M. Elson is the Chair in Corporate Governance and the Director of the Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law. He is a graduate of Harvard College and the University of Virginia Law School. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C., and a member of the American Law Institute.
Elson has written extensively on the subject of boards of directors. He served on various committees of the National Association of Corporate Directors and presently serves on that organization's Advisory Council. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and a member of its Committee on Corporate Laws. Additionally, Elson served as an adviser and consultant to Towers Perrin, as director of Circon Corporation, Sunbeam Corporation, Nuevo Energy Company, the Investor Responsibility Research Center, Alderwoods Group, and is presently a member of the Board of Directors of AutoZone, Inc., and HealthSouth Corporation.
|Preface and Acknowledgments||p. v|
|Introduction: The Changing Landscape for Due Diligence in 2010||p. xi|
|The Due Diligence Process||p. 1|
|Conducting Due Diligence: An Overview||p. 3|
|The Financial Statements Review||p. 35|
|The Operations and Management Review||p. 59|
|The Legal Compliance Review||p. 95|
|Transactional Due Diligence||p. 123|
|The Documentation and Transaction Review||p. 125|
|Detecting Legal Exposure under Securities Law||p. 161|
|Detecting Exposure under Tax Law and Accounting Regulations||p. 191|
|A Closer Look at Compliance||p. 229|
|Detecting Exposure under Antitrust Law and International Economic Law||p. 231|
|Detecting Exposure under Intellectual Property Law||p. 289|
|Detecting Exposure under Consumer Protection Laws||p. 313|
|Detecting Exposure under Environmental Laws||p. 325|
|Detecting Exposure under Employment Law||p. 351|
|Due Diligence Checklist||p. 387|
|Landmark and Recent Due Diligence Cases||p. 401|
|The Federal Circuit Courts||p. 461|
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