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Due Diligence
by William J. Gole Paul J. HilgerThis nuts-and-bolts guide examines all aspects of an M&A due diligence--from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post-closing follow up. It advocates a focus on both risk mitigation and shareholder value creation, and emphasizes a holistic approach that spans from planning to post-acquisition integration. The tentative contents is: (1) Introduction; (2) Planning for value creation: growth strategy; (3) Engagement and pursuit; (4) Preparing for due diligence; (5) Validation of value: performing due diligence; (6) Assessment of due diligence results; (7) Optimizing value: post diligence negotiation; (8) Extracting value: post-transaction integration.
Due Diligence and the Business Transaction
by Jeffrey W. BerkmanDue Diligence and the Business Transaction: Getting a Deal Done is a practical guide to due diligence for anyone buying or selling a privately held business or entering into a major agreement with another company. When you're buying a business, it's wise to conduct due diligence. That's the process of investigating and verifying the firm's finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don't, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you to know about. Conversely, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn: How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation How the results of due diligence may and often will change the elements of the final deal How to draft due diligence documents so they protect your interests What successful deals look like Corporate attorney and due diligence expert Jeffrey W. Berkman interweaves critical action points, guidelines and procedural steps, case studies, and due diligence questionnaires, checklists, and documents. The veteran of many business deals, Berkman's advice will help you avoid business-crippling mistakes and make the best deal possible. What you'll learn The nature and purpose of due diligence When you need to perform due diligence Why it is important for sellers of a business or issuers in private placements to conduct due diligence before going to the market How to scale the scope and breadth of due diligence, depending on the nature of the transaction Who you need to involve when conducting due diligence How to find landmines that may otherwise come back to wreck the business you just bought How to best use the knowledge you gain through due diligence Who this book is for Due Diligence and the Business Transaction is for business people or organizations who are buying, selling, or investing in a business or engaging in joint ventures with other companies. It will help them understand how to gain critical information and use it wisely to get the best deal possible. Table of Contents Introduction The Due Diligence Plan The Due Diligence Questionnaire Tailoring Due Diligence to the Transaction A Material Legal Issue Can Kill the Deal Has the Due Diligence Created an Opportunity to Improve the Deal Terms? Applying Due Diligence Principles: The Franchise Purchase Resolve the Issues and Proceed Comfortably The Due Diligence Process and Pragmatic Consideration Appendix A Sample Due Diligence Plan Appendix B Sample Due Diligence Questionnaire Appendix C Appendix D
Due Diligence for Global Deal Making: The Definitive Guide to Cross-Border Mergers and Acquisitions, Joint Ventures, Financings, and Strategic Alliances (Bloomberg Financial #8)
by Arthur H. RosenbloomCompanies of all sizes have been initiating international transactions--mergers and acquisitions, joint ventures, strategic alliances, and private placements--in record numbers. Targeted due diligence is crucial to effectively research, value, and complete these complex deals. With an evolving climate of uncertainty and new, unpredictable threats to business, it is more essential than ever before. Due Diligence for Global Deal Making is an invaluable guidebook for companies trying to capitalize on the opportunities in both developed and emerging cross-border markets. All too often global transactions fail to meet the parties' expectations, and the leading culprit is inadequate due diligence. Especially when the target partner lacks a financial performance track record and significant assets, expanding businesses must answer difficult questions, such as: Why (if at all) do this deal? What are the rules going in, and what happens if things go wrong? Where are the tax, legal, financial, and operational traps, and what are the opportunities? This book provides what’s needed to avoid devastating mistakes and to master the steps that ensure success: Expert analysis, insights, and strategies from experienced practitioners and leading authorities in cross-border matters In-depth coverage of critical topics decision makers need to understand in order to succeed in cross-border transactions--from corporate planning to operational, financial, legal, tax, accounting, and people/organizational considerations Best practices of corporate investors and professional advisers in conducting critical due diligence Noted experts discuss critical topics corporate executives--and all those involved with their company's legal, operational, accounting, and tax matters--need to know to successfully complete complex global transactions today.
Due Diligence in China
by Kwek Ping YongA plain-English guide that demystifies the business landscape in China from a due diligence point of viewDue diligence is crucial to any business deal, and, thankfully, due diligence research has come a long way over the years. What used to be a cumbersome, time-consuming process has been standardized and systemized with generally accepted auditing frameworks and tools, such as the all-important auditing "checklists." But when it comes to doing due diligence in China, with its opaque regulatory system and byzantine accounting standards, all bets are off. In this book an acknowledged expert in the field takes you beyond the checklists to arm you with China-specific due diligence strategies, tools and techniques that go beyond what is typically part of the process.Gives a detailed account of why conventional frameworks used in the west simply don't work in ChinaProvides first-hand accounts based on the author's years of experience as a private equity professional doing deals in ChinaReviews, in-depth, the unique differences between corporations and businesses in China and those in the West and their implications for the due diligence processUses numerous case studies to guide the reader through an entire due diligence process for a firm in China
Due Diligence in der Unternehmenskommunikation: Mit den richtigen Fragen zum Kommunikationserfolg (essentials)
by Manfred Piwinger Wolfgang GriepentrogDieses essential zeigt Ihnen, wie Sie anhand von zehn Pr#65533;fbausteinen die Kommunikationsqualit#65533;t und -effizienz in Ihrem Unternehmen #65533;berpr#65533;fen k#65533;nnen. Das systematische Selbstaudit versetzt Sie in die Lage, die Leistungsf#65533;higkeit der Kommunikation sowie das Gesamtprofil der St#65533;rken, Schw#65533;chen, Chancen und Risiken im internen und externen Auftritt besser einzusch#65533;tzen. Dadurch k#65533;nnen Qualit#65533;tsaspekte und Effizienzpotenziale st#65533;rker in die Planung einbezogen und der Wertbeitrag der Kommunikation zum Unternehmenserfolg identifiziert und gesteigert werden. Auf www. springer. de/9783658158958 finden Sie unter ,,Zus#65533;tzliche Informationen" ein erg#65533;nzendes Arbeitsheft zur vertiefenden Anwendung.
Due Diligence: The Critical Stage in Mergers and Acquisitions
by Peter HowsonHow can you be sure you are buying the company you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Have you worked out precisely what you are going to do with it once it is yours? How do you set the priorities for change to recoup the premium you have paid for it? The answer to all these questions, and many more, lies with effective due diligence. Due diligence is one of the most important but least well understood aspects of the acquisition process. It is not, as many believe, a chore to be left to the accountants and lawyers. To get the best from it, due diligence has to be properly planned and professionally managed. This book is a comprehensive manual on getting due diligence right. It is a uniquely comprehensive guide, covering all aspects of the process from financial, legal and commercial due diligence right through to environmental and intellectual property due diligence. There are also useful chapters on working with advisers and managing due diligence projects. It also includes a number of checklists to help ensure that the right questions are asked.
Duetto: Industry Transformation with Big Data
by Lynda M. Applegate Gabriele Piccoli Frederico PigniCase
Duff & Phelps: Scaling an Entrepreneurial Venture (A)
by David Lane Lynda M. ApplegateHaving teamed up to launch their own financial services business, Noah Gottdiener and Jacob Silverman soon discover a venerable brand and viable business in an established bank subsidiary. They then work for many months to acquire the business as a platform for launching their venture. Overnight, they add 100 employees in three U.S. offices. Just months later, late in 2004, they see the chance to buy another firm that is four times the size of their growing venture and that offers them the opportunity to expand into a new product category. The two entrepreneurs are considering the issues and opportunities this new acquisition may create for their small but rapidly-growing venture.
Duff & Phelps: Scaling an Entrepreneurial Venture (B)
by David Lane Lynda M. ApplegateIn September 2005, Duff & Phelps closed on a deal to acquire a much larger firm that quadrupled its size to 500 employees. Almost immediately, the company faced challenging integration issues. Gottdiener and Silverman realize that they must now turn away from the thrill of deal-making to grapple with issues of organizational structure and management.
Duke Energy and the Nuclear Renaissance
by Richard H.K. Vietor Forest ReinhardtDuke Energy, an American investor-owned electric utility, confronts multibillion dollar decisions about its future fuel mix. In particular, its leaders are considering building new nuclear capacity. Whether this is sensible depends, among other things, on demand growth, capital costs, fossil fuel prices, possible regulatory or other delays in constructing the reactors, and possible future restrictions on carbon dioxide. CEO Jim Rogers believes that nuclear power makes sense from a social standpoint but also must consider the perspectives of his ratepayers and his shareholders.
Duke Heart Failure Program
by Richard Bohmer Laura R. FeldmanDuke University Health System has for the past five years operated a specialized clinic for the management of congestive heart failure, a very common and costly condition in the surrounding community. Nurse practitioners, whose work is guided by highly specified protocols and overseen by cardiologists, staff the multidisciplinary clinic. The chancellor of the health system views the program as a huge financial burden and an undesirable use of academic cardiologists' time. The case examines models of disease management; Duke's heart failure program operations, finances, and outcomes of disease management; and the relationship between its nurse practitioners and cardiologists.
Duke Homestead and the American Tobacco Company
by Jennifer Dawn FarleyShaped by the Duke family's influence and the production of bright leaf tobacco, Durham, North Carolina, over time, has transformed from the "Bull City" to the "City of Medicine." Duke Homestead and the American Tobacco Company showcases the effect of both tobacco and the Duke family in Durham. The Duke family's fortunes grew alongside those of the city as they rose from tobacco farmers to founders of the American Tobacco Company and influential philanthropists. Duke University, Duke Hospital, and Duke Energy as well as local churches, orphanages, textile mills, banks, and railroads can all trace their roots to the Duke family. The American Tobacco Company was the largest tobacco manufacturer in the world as well as one of the 12 founding members of the Dow Jones Industrial Average. From its founding in 1890, the American Tobacco Company was a major employer in the area, bringing income and a higher quality of life to those employed there, regardless of race or gender.
Dulcinea in the Factory: Myths, Morals, Men, and Women in Colombia's Industrial Experiment, 1905-1960
by Ann Farnsworth-AlvearBefore it became the center of Latin American drug trafficking, the Colombian city of Medelln was famous as a success story of industrialization, a place where protectionist tariffs had created a "capitalist paradise. " By the 1960s, the city's textile industrialists were presenting themselves as the architects of a social stability that rested on Catholic piety and strict sexual norms. Dulcinea in the Factory explores the boundaries of this paternalistic order by investigating workers' strategies of conformity and resistance and by tracing the disciplinary practices of managers during the period from the turn of the century to a massive reorganization of the mills in the late 1950s. Ann Farnsworth-Alvear's analyses of archived personnel records, internal factory correspondence, printed regulations, and company magazines are combined with illuminating interviews with retired workers to allow a detailed reconstruction of the world behind the mill gate. In a place where the distinction between virgins and nonvirgins organized the labor market for women, the distance between chaste and unchaste behavior underlay a moral code that shaped working women's self-perceptions. Farnsworth-Alvear challenges the reader to understand gender not as an opposition between female and male but rather as a normative field, marked by "proper" and "improper" ways of being female or male. Disputing the idea that the shift in the mills' workforce over several decades from mainly women to almost exclusively men was based solely on economic factors, the author shows how gender and class, as social practices, converged to shape industrial development itself. Innovative in its creative employment of subtle and complex material, Dulcinea in the Factory addresses long-standing debates within labor history about proletarianization and work culture. This book's focus on Colombia will make it valuable to Latin Americanists, but it will also appeal to a wide readership beyond Latin American and labor studies, including historians and sociologists, as well as students of women's studies, social movements, and anthropology.
Dull Men of Great Britain: Celebrating the Ordinary (Dull Men's Club)
by Leland CarlsonNeil collects bricks, Kevin is a roundabout enthusiast, John runs the Apostrophe Protection Society and Keith’s actual job is watching paint dry. They are members of the Dull Men’s Club and are passionate about the everyday, unglamorous things in life. They are dull and proud and urge the good ordinary men of the nation to join them now. Whether you have a thing for pylons or rhubarb, reclaim and celebrate the ordinary. Includes Free Honorary Membership.Predictable * Reliable * Safe
Dumb Employed: Hilariously Dumb and Sadly True Stories about Jobs Like Yours
by Phil Edwards Matt KraftIf you've ever wanted to crawl under your desk at work and hide, or tell that pesky coworker what you really think of them, you are probably dumbemployed! Dumbemployed includes approximately 800 of the best, funniest, and dumbest stories contributed by readers from dumbemployed. com, with ninety percent brand-new material! In 300 characters or less, each entry details the stupid, bizarre, and ridiculous things that happen in the workplace. Entries are divided into five chapters and are complemented throughout with Dumbemployed Tips, humorous charts and graphs, and room to write your very own Dumbemployed entries.
Dumb Money
by Daniel GrossThe financial crisis that has gripped this country since last September has had so many twists and turns, it would make for a great drama -- if it all were not so real and damaging. Companies are shutting down and laying off workers, 401ks are melting away, and the government is spending $700 billion dollars to bail out banks and financial institutions -- and that's only the beginning. The financial services industry, and the many industries that depend on it -- from housing to cars -- is in intensive care. So what happened? How did we get to this point of financial disaster? Is the economy just a huge, Madoff-esque Ponzi scheme? It is a complicated and confusing story -- but Daniel Gross of Newsweek has a special gift for making complicated matters easy to understand and even entertaining. In Dumb Money, he offers a guide to the debacle and to what the future may hold. This is not so much a book about who did what, though that's part of the story. Rather, it pieces together the building blocks of the debt-fueled economy, and distills the theory and personalities behind our late, lamented easy money culture. Dumb Money is a book that finally lays it all out in an engaging way, and might just help people invest their money smartly until the gloom passes.
Dumb Money
by Gary Wolf Joey AnuffAs you read this, five million Americans are day-trading. Not since gold was discovered in California have more people dropped out of their old lives and come running for the promise of a big score. For a time, Joey Anuff was among them. He has emerged-enriched, enlightened, and exhausted-to share his story. In a marriage of Anuff's own experiences with the brilliant investigative work of his Wired and Suck colleague Gary Wolf, Dumb Money explores and explains the world of day-trading as has never been done before. No strategy is too crackpot to try, no news break too dubious to play off, no so-called guru too shady, no online chat room too pathetic. Using the rhythms of a day trader's typical day as its frame, Dumb Money is a dispatch from the front lines of the stock-market revolution, a brutally Darwinian battleground on which some become wildly rich and more become part of the body count. It is essential reading for online investors, off-line investors, voyeurs, concerned citizens, and adrenaline freaks alike.
Dumb Ways To Die: Advertising Train Safety (A)
by John A. QuelchThe case series focuses on Melbourne Trains' viral advertising campaign to improve safe behaviors around trains among young people. This iconic, low budget campaign swept the Cannes Lions advertising awards in 2013 and became a social media sensation.
Dumb Ways To Die: Advertising Train Safety (B)
by John A. QuelchThe case series focuses on Melbourne Trains' viral advertising campaign to improve safe behaviors around trains among young people. This iconic, low budget campaign swept the Cannes Lions advertising awards in 2013 and became a social media sensation.
Dumb Ways To Die: Advertising Train Safety (C)
by John A. QuelchThe case series focuses on Melbourne Trains' viral advertising campaign to improve safe behaviors around trains among young people. This iconic, low budget campaign swept the Cannes Lions advertising awards in 2013 and became a social media sensation.
Dumbing Down America: The War on Our Nation's Brightest Young Minds (And What We Can Do to Fight Back)
by James DelisleAt a time when the U.S. education system consistently lags behind its international peers, Dumbing Down America shows exactly why America can't keep up by providing a critical look at the nation's schools through the eyes of the children whose minds are languishing in countless classrooms. Filled with specific examples of how gifted children are being shortchanged by a nation that believes smart kids will succeed on their own, Dumbing Down America packs a powerful message: If we want our nation to prosper, we must pay attention to its most intelligent youth. With more than 35 years of experience working with and for gifted children, author James R. Delisle provides a template of what can and must happen in America's schools if they are to fulfill their mission of educating every child to the fullest potential. Dumbing Down America is a must-read for any individual who believes that the unfulfilled promises to gifted children must begin to be met in America's schools today, not someday.
Dumbing Down: The Crisis of Quality and Equity in a Once-Great School System—and How to Reverse the Trend
by Magnus Henrekson Johan WennströmThis open access book examines the challenges and issues caused by a move to a marketized education system in Sweden. Observing the introduction of the school voucher system and a postmodern social constructivist view of knowledge, the move away from objective knowledge is identified as the core reason for Sweden’s current education crisis. The impact of declining education standards on the labor market is also discussed.This book highlights the issues seen in Sweden and suggests policies that can improve education in the rest of the Western world as well. It will be relevant to students and researchers interested in education and labor economics.