AMA Handbook of Due Digilence, Revised and Updated Edition
- 5h 10m
- Andrew J. Sherman, William M. Crilly
- AMACOM
- 2010
The AMA Handbook of Due Diligence is the most complete guide available on how to properly perform a due diligence investigation - and radically improve the success rate of a pending corporate merger or acquisition. And it's not just a simple checklist of steps to follow. Extensively revised and updated, the book reflects significant changes in the financial landscape such as the Sarbanes-Oxley Act. There are specialized sections on joint ventures, franchises, and outsourcing, as well as new legal memo and form requirements, including data room index, preliminary diligence memorandum, and the Hart-Scott-Rodino questionnaire. Thorough and easy to use, this essential resource will ensure that every "t" is crossed, every "i" dotted . . . and no mistakes left out on the table.
About the Authors
William M. CRILLY was the chairman and founder of Newport Pacific Associates, a firm that assisted companies in arranging mergers and acquisitions. Throughout his business career Mr. Crilly led numerous acquisitions, divestitures, and public and private financing activities, all of which required rigorous due diligence investigations. As a top management official of several public companies, he was responsible for formulating final recommendations to the companies’ boards of directors. Mr. Crilly served in executive positions at Eastern Airlines, Pan American World Airways, Riegel Paper, & Bowmar Instrument Corp.
Andrew J. SHERMAN is a partner in the Washington, D.C. office of Jones Day, a global law firm. Mr. Sherman is a corporate and transactional attorney and is a recognized international authority on the legal and strategic aspects of business growth, with a focus on mergers and acquisitions, joint ventures, strategic alliances, capital formation, franchising, and other types of intellectual property leveraging and growth strategies. Mr. Sherman is also the author of eighteen books, including Franchising & Licensing: Two Ways to Build Your Business (AMACOM, 2003), Raising Capital (AMACOM, 2005) and Mergers and Acquisitions from A to Z (AMACOM, 2006).
In this Book
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Preface
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How to Use the Due Diligence Handbook
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Overview of Entity
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Compatibility with Investment/Acquisition Objectives
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Capitalization and Ownership
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Organization and Management
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Relationships with outside Organizations
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Description of Products and/or Services
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Revenues and Market Share
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Marketing Operations
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Customer Service
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Inventory Control and Purchasing
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Production
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Physical Distribution
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Computer, Communications and Information Systems
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Financial Management
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Legal Affairs
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Security and Safety
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Human Resources
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Land and Buildings
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Introduction to Financial Analyses
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Balance Sheet Analysis — Liabilities
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Revenues
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Operating Expenses
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Income Taxes
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Net Income
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Capital Expenditures
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Cash Flow
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Financial Ratio Analysis
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Income Statement Projections
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Balance Sheet Projections
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Cash Flow Projections
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Due Diligence Checklists for Acquisitions or Investments or Specific Dealings in Selected Industries
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Transaction-Specific Due Diligence Checklists
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Sample Forms Related to Effective Due Diligence
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Due Diligence Checklists for Special Situations
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Appendix A—Bibliography and Recommended Further Reading
