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| About the Contributors | |
| Due Diligence in the Global Economy | |
| What Is Due Diligence? | |
| Types of Due Diligence | |
| Who Is Involved in Due Diligence? | |
| What Constitutes Legal Due Diligence? | |
| What Constitutes Financial Due Diligence? | |
| What Constitutes Operational Due Diligence? | |
| Integrating Due Diligence Efforts | |
| Strategic Due Diligence | |
| Strategy Precedes Due Diligence | |
| Reviewing Your Strategy | |
| Costs | |
| Customers | |
| Competitors | |
| Capabilities | |
| Achieving Value | |
| Factoring in Cross-Border Complexities | |
| Identifying Your Strategic Rationale | |
| Active Investing | |
| Scale | |
| Adjacency | |
| Scope | |
| Transformation | |
| Undertaking Thorough Due Diligence | |
| Market Definition | |
| Industry Dynamics and Trends | |
| Competitor Market Map | |
| Competitor Dynamics | |
| Competitor Benchmarking | |
| Customer Analysis, Input Costs, and Price Elasticity | |
| Growth Opportunities | |
| Cross-Border Complications | |
| Key Factors in Evaluating Strategic Rationales | |
| Due Diligence for Scale-Driven Transactions | |
| Due Diligence for Adjacency-Driven Transactions | |
| Due Diligence for Scope-Driven Transactions | |
| Due Diligence for Transformation-Driven Transactions | |
| Assessing Your Findings | |
| Checklist: Cross-Border Strategic Due Diligence | |
| Operational Due Diligence | |
| Operational Due Diligence in the Cross-Border Context | |
| Designing Due Diligence from a Strategic Perspective | |
| Validating and Integrating Other Due Diligence Efforts | |
| Serving as the Foundation for the Integration Plan | |
| Serving in Support of Deal Strategy and Pricing | |
| What Should Operational Due Diligence Cover? | |
| Mapping the Value-Creation Process | |
| Products and Services, Market Positioning and Brand, Sales and Distribution, and Customers | |
| Manufacturing or Other Production of Goods/Services | |
| Procurement of Supplies and Supply-Chain Management: Possible Related Reconfiguration of Distribution Processes, External Infrastructure Requirements, and System Cash Needs | |
| Systems and Know-How Support of the Value-Creation Process | |
| People, Training, and Corporate Culture | |
| What Can Go Wrong | |
| Deals That Got It Right | |
| Checklist: Cross-Border Operational Due Diligence | |
| Financial and Accounting Due Diligence | |
| Addressing All Aspects--Whether Large or Small | |
| Financial Due Diligence Procedures | |
| How to Verify the Numbers | |
| Inbound Transactions | |
| Outbound Transactions in Developed Countries | |
| Outbound Transactions in Emerging Markets | |
| Accounting Due Diligence Procedures | |
| Integrity and Qualifications of Company Personnel, Their Practices, and Ethical Standards | |
| Relationship with Independent Certified Public Accountants | |
| Considerations in Evaluating Key Accounting Issues | |
| Statutory, Regulatory, and Legal Requirements | |
| Industry Accepted and Generally Accepted Accounting Principles | |
| Industry Practices | |
| Income Tax Laws and Regulations | |
| Data Processing Systems | |
| Political Environment in the Target's Country Checklist: Cross-Border Financial and Accounting Due Diligence | |
| Legal Due Diligence | |
| "Legalese" across Borders | |
| The Purpose of Legal Due Diligence: Insurance against the Unknown | |
| A Good Deal Is Vastly Better Than a Good Lawsuit | |
| Defensive Due Diligence in U.S. Public Securities Issuance | |
| Transactions: Proving Enough Was Done | |
| Forces Working to Limit Due Diligence: Quick Decision Makers versus Slow Scriveners | |
| Avoiding Ruffled Feathers and Missed Opportunities | |
| Fitting Due Diligence into the Structure and Timing of the Deal: Sooner Is Better | |
| Organizing and Executing Legal Due Diligence: The Buck Stops at the Top | |
| Assigning Qualified Personnel | |
| Organizing and Delegating Duties | |
| Ensuring a Searching Investigation | |
| Communicating Results Effectively | |
| Certain Key Risk Exposure Areas in Legal Due Diligence | |
| Environmental | |
| Antitrust | |
| Intellectual Property | |
| National Security Implications | |
| Litigation | |
| Security Interests of Creditors | |
| Terminating Employment and Marketing Relationships | |
| without Liability | |
| The Preferred Result of Legal Due Diligence: No News Is Good News | |
| Checklist: Cross-Border Legal Due Diligence | |
| Tax Due Diligence | |
| Compliance versus Planning | |
| Due Diligence Coordination | |
| Local, National, and International Perspective | |
| A Word about Joint Ventures | |
| Taxable Purchase of Assets | |
| Understanding the Target's Operations and Structure | |
| International Federal Tax Compliance Due Diligence | |
| Foreign Subsidiary Shares as Part of the Target's Assets | |
| Transfer Pricing | |
| Nonfederal Tax Due Diligence in an Asset Acquisition | |
| Asset Acquisition Planning Opportunities: Overview | |
| Taxable Share Purchases | |
| Tax Compliance | |
| Transactions and Tax Reserves | |
| Consolidated Returns, Attributes, and Accounting Methods | |
| Withholding Taxes | |
| Employee Benefits | |
| Foreign Tax Credits and Exemptions | |
| Tax Attributes | |
| Structuring the Share Acquisition | |
| Tax-Free Exchanges | |
| Checklist: Cross-Border Tax Due Diligence | |
| People and Organizational Due Diligence | |
| General Considerations | |
| Strategic Objectives | |
| Type of Deal | |
| Composition of the Organizational Due Diligence Team | |
| Impact of Organizational Experience and Cultural Milieu | |
| Negotiations | |
| Key Components of Organizational Due Diligence | |
| Organizational Performance Measures | |
| Cultural Factors | |
| Mission, Vision, and Values | |
| Communications Patterns and Processes | |
| People Issues | |
| Overall Organizational Structure | |
| Functional Areas | |
| Checklist: Cross-Border Organizational Due Diligence Process | |
| Due Diligence Investigative Technology and Know-How | |
| How Investors Use Private Investigators | |
| How Investigative Technology Can Help | |
| The International Public Record | |
| The Hometown Newspaper | |
| The Backgrounds of Key Executives | |
| Prime Questions Investigators Must Explore | |
| Resolution through Follow-up Investigation | |
| The Business Practices of the Target Company | |
| Regulatory Issues | |
| Concerns about Intellectual Property | |
| Business Disputes | |
| Increased Pressure on Due Diligence Professionals | |
| Checklist: Due Diligence Investigative Technology and Know-How | |
| Appendix: Cross-Border Due Diligence in an Age of International Terrorism | |
| Index | |
| Table of Contents provided by Publisher. All Rights Reserved. |
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