Due Diligence Course Overview

This Due Diligence course will provide you with an understanding of the concepts and practices of due diligence: the art of ensuring something is what you think, believe and hope it is. Due diligence is required in just about every significant commercial decision: investment by existing companies in new projects and ventures, takeovers and mergers, private equity and venture capital investment, and decisions by Government and even NGOs. Failure to do due diligence properly can cost companies fortunes, and even destroy them altogether. Yet it is still done exceptionally badly.

This Due Diligence course teaches how to do it properly. Every type of due diligence will be examined, case studies provided and the procedures necessary reviews. You will understand the essential tools you need to run due diligence for even the most complex of deals, and will also gain first-hand insight into key issues in commercial and legal aspects of acquisitions and financing, ownership of assets and pending and threatened litigations.

This course can be presented in-house via live webinar.

Who Should Attend

• Heads of Business Units
• Equity Analysts
• Financial Analysts
• Corporate Advisors
• Investment Bankers
• Finance Directors
• Corporate Financiers
• Corporate Planners and
• Development Directors
• Directors of Strategy
• In-house Lawyers
• Company Secretaries

Due Diligence Course Content

Day One

Due Diligence: Definition And Overview

An introduction to the terms of due diligence and a review of how due diligence has evolved.

• Due diligence in the financing, private equity and M&A markets of the 21st century
• Review of how due diligence concept has evolved
• Due diligence in the face of new technologies and new aspects of capital market transactions
• How is due diligence measured?
• Roles of the parties

When Is Due Diligence Required?

• Acquisitions
• Disposals
• Investments (including private equity)
• Buying fixed assets

 Case study of a real estate due diligence in Asia-Pac prior to a sale and to a letting

• Public offerings
• Private offerings

The Phases Of Due Diligence

• Strategy
• Planning
• Data
• Analysis
• Verification
• Negotiation
• Completion
• Post-transaction
• Comfort Letters

Discussion: Cultural and economic differences in AsiaPac – is there a ‘Thai model’ for due diligence?

 Sell Side Due Diligence

• Due diligence in public offerings – (case studies)
• Exchanges: rules and key differences between Asian markets and the USA/Europe
• Differences between global markets
• How do emerging markets treat sell-side due diligence?

Case Study: Due Diligence In Private Offerings

Due diligence checklists: You will review a detailed document and information request list as an example of a due diligence checklist to be used in the context of an issue of securities.

Due Diligence Check Lists

Day Two

Types Of Due Diligence

• Commercial

 Case studies of commercial forecasts and how to interrogate them

 Worked example of commercial due diligence 

• Operational

 Case Studies of operational losses and how they can be predicted and avoided

• Financial (including Islamic financial due diligence)
• Environmental

A case study of environmental due diligence

• Personal

 Case Studies on CVs and individuals

• Technological

You will be given practical case studies drawn from Asian and global companies and examples of each type of due diligence.

Introduction to legal due diligence

• What is legal due diligence?
• Who needs to perform legal due diligence and why?
• Which transactions require due diligence?

Where is Legal Due Diligence applied? Examples from:

• M&A
• Lending
• Real estate investment
• Long-term commercial contracts
  • Private equity/venture capital investment

Aspects of Legal Due Diligence

• Document review
• Other information gathering
• Analysis and synthesis of information

Worked Exercise

A highly practical review of several due diligence contracts, in the context of construction and investment

Sources Of  Due Diligence Data

• Target companies
• Government/public records
• Third parties (customers, government etc)

Case Study: What information is available publicly about companies in emerging Asian markets, and can we trust it?

Due Diligence Process

• Building an effective team
• The due diligence checklist
• Data room
• Public records search

Case Study: The results of public records searches

Key Issues in Legal Due Diligence

• Corporate matters

Case Study: Investing in a fund – what legal due diligence is needed?

• Ownership of assets

Case Study: Intellectual property and contracts due diligence

• Government licenses and permits
• Liens and encumbrances
• Pending and threatened litigation
• Intellectual property matters

Case Study: How has IP law changed in Asia? 

• Environmental matters
• Employees
• Asia-Pac local law issues

Case study – What does legal due diligence require when Government makes a commitment?

 Review of Important Judicial Interpretations Of Due Diligence

• Conduct and procedures to satisfy the court’s interpretation of the minimum standard of professional performance
• Do professionals participating in a securities offering have a public disclosure obligation to the public?
• Do the courts evaluate due diligence at the time of securities offerings?
• Do the courts examine the conduct of all participants after something has gone wrong with the benefit of hindsight?
• What is the legal liability to perform due diligence
• What standards are applied?

 Course Conclusion