Newco Project
Part A - Legal Due Diligence Checklist
Assessing risks and issues while determining whether to purchase a company is the number one skill venture capitalists must possess. The prospective buyer of Five Friends Construction must investigate and gather all information about the company and its business assets. The purpose of this it to decide whether to proceed with the initial transaction on the initially discussed terms, establish areas of risk that need particular attention or, if justified, withdraw from the proposed investment (Global Law Review, 2005). Creating a due diligence checklist is the way to critically assess a companies current and potential profitability.
Elements of Legal Due Diligence Checklists
There are at least sixteen elements of a Legal Due Diligence checklist. The organization and its good standing, financial information, physical assets, real estate, intellectual property,
employees and employee benefits, licenses and permits, environmental issues, taxes, material contracts, product or service lines, customer information, litigation, insurance coverage, professionals, and articles of publicity completes a thorough list of risks to research before purchasing a company (FindLaw, 2005). While each of these list items is important, four major issues arise and the focus will remain on them. Financial information, employees and employee benefits, environmental issues and a litigation summary are the focus of acquisition.
Finances
The financial health of a company is the number one concern of a potential buyer. The selling company should provide the seller with audited financial statements for the last three years, a schedule of inventory, a schedule of accounts receivable, a schedule of accounts payable, a schedule of indebtedness and contingent liabilities, an analysis of fixed and variable expenses and a copy of the company general ledger (FindLaw, 2005). The analysis of the accounts payable and accounts receivable of a business is essential. Accounts payable are the bills that are unpaid by a business. Accounts receivable are the unpaid customer bills and any other money owed to the company. The health of a company depends on revenue. The accounts receivable of Five Friends Construction must be higher than the accounts payable.
This section will identify Target's proposed acquisition terms, price, financing, and potential negotiation strategies. This segment will also include price / earnings ratios, book value, current market value, and liquidation based on the supporting financial data. Also in this part will be a discussion of the general and specific risks inherent in an acquisition strategy. Background Information on Target According to www.targetcorp.com, Target is an upscale discount retail chain that sells quality products at attractive prices, and prides itself on clean, spacious, and guest-friendly stores.
ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
Gaughan, P. A., 2002. Mergers, Acquisitions, and Corporate restructuring. 3rd ed.New York: John Wiley & Sons, Inc.
5 Recognition and Measurement in Financial Statements of Business Enterprises, revenue should not be recognized until they are realized or realizable (FASB, 1984). In other words, when revenues are recognized if they are realizable is when the stated assets have need received or they are readily held convertible to known figures. It is also stated that revenue can be recognized when it is earned. Accounting Standards Codification 606-10-25-1 states that an entity shall account for a contract with a customer that is within the scope of: the parties to the contract approving the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the entity can identify each party’s rights regarding the goods or services to be transferred, the entity can identify the payment terms for the goods or services to be transferred, the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract), and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer (FASB,
Creditors are interested in profits and net current assets. Anyone to whom money is owed to by the business is a creditor. They will look at how reliable the business they are supplying to is and see whethe...
Cooper Industries has been expanding through diversification since 1996. Cooper’s requirements to acquire a company has three major components. The target company must be:
There is a range of criteria relevant for a decision of financing a new venture. To construct my list for the evaluation of a new company as an opportunity I have selected to refer to t...
Thesis: Businesses deem financing necessary when they are just beginning, expanding, or recovering; Debt financing and equity financing have many advantages and disadvantages but also change the entire accounting method that is to be considered while running the business. Debt financing has both advantages and disadvantages. Debt financing is a business’ way to start up, expand, or recover by borrowing money from a person or company. The money borrowed has to be paid back along with the interest that was accrued during the length of time the loan was carried out. This option is great for company’s that do not want investors.
Mergers and acquisitions immediately impact organizations with changes of rights, and ideas and eventually, in practice. There are multiple reasons some are motives and financial forces just to name a few. There are financial risks of merging with or acquiring an organization this is why you must have a strategic plan in place in order to benefit.
In reviewing the company’s balance sheet, the current assets and liabilities were reviewed and liquidity ratios were calculated. The capital structure and the fixed and intangible asset accounting of the company were also reviewed. Off-balance sheet items such as leases and contingent liabilities were reported and noted. All of these aspects of the balance sheet were reviewed in order to do a proper analysis of the company’s balance sheet.
The third risk is the Federal Communication Commission regulation. Any violation with their rules would lead to big consequential losses after being closed down. Therefore, this makes up the largest risk of the three. The company should do all they can to avoid this (Allen, 2000).
Mergers and acquisitions immediately impact organizations with changes in ownership, in ideology, and eventually, in practice. There are multiple reasons, motives, economic forces and institutional factors that can, taken together or in isolation, influence corporate decisions to engage in mergers or acquisitions. The financial risks of merging with or acquiring an organization in another country and how those risks can be mitigated are important issues for corporations to conduct research on. This paper will examine the sensible and dubious reasons for mergers and acquisitions and the benefits and costs of the cash and stock transactions.
Identify the potential risks which affect the company and manage these risks within its risk appetite;
The first two do not require the acquired business unit to be connected with the existing units; the second two depend on connection. Although the concepts are not always mutually exclusive, the way in which they generate value for the corporation is different for each. The portfolio management balances current business activities with new industry acquisitions. Its success is undervalued acquisition meets attractiveness and COE test. The challenges are: increased capital market competition, need for industry specific knowledge, and growth of the company and diversity. The restructuring seeks underdeveloped or sick companies and industries. Its successes are: utilize and pass the three tests and ability to find undervalued companies with growth potential. Its challenges are: restructurer exposed to more risk, time limit for success, hold onto a restructured company, and growing depletion of restructuring pool with increased competition. The transfer of skills involves activities important to competitive advantage. With transferring skills, business activities are similar enough that sharing knowledge would be meaningful. However, skills must be useful to key business activities and must be beyond competitors’ capabilities. The ability to share activities has been a potent basis for corporate strategy because sharing often enhances
When entrepreneurs plan their business future they will consider how they can increase their business size or profit in a short period. Entrepreneurs may consider growing their business or company by using a merger or an acquisition. These methods can be a speed up tool and a short cut to enlarge their business. (Burns, 2011) Also they can reduce competition, make it easier for entrepreneurs to think about the market and product development and risk reduction. Furthermore, some lesser – known companies can improve their firm’s image and market power by using merger and acquisition with larger firms. However, there may be risks associated with merger and acquisition related to lack of finance and time. (Burns, 2011) This essay will discuss more deeply the advantages and disadvantages of using mergers and acquisitions, showing how it can affect firms and market with the case study.