Due Diligence

About

Recent revaluation of assets through the credit crunch process and the more recessionary environment create valuable opportunities for investing, but there has never been a greater need to know what you are going into, what the true state of a business is, where the risks are and what will be needed for success.

The due diligence process is the “one shot” most investors get at ascertaining what the true state of a business is and what price they should pay for it.

Due Diligence is an essential training-seminar for anyone involved in the due diligence process, covering a variety of the toughest issues and traps in commercial, accounting, tax, legal and technology due diligence.

Your attendance at this tried and tested executive seminar will ensure you have the skills and knowledge to effectively research, evaluate and understand an existing or proposed business, not only from a financial viewpoint, but from a commercial and organisational perspective.

Key benefits of attending
• Understand and gain maximum benefit from each aspect of due diligence
• Learn how to link separate investigations to improve your cost-effectiveness and time management
• Strengthen your negotiating position by gaining a thorough understanding of due diligence
• Learn to avoid acquiring a company that will reduce your company’s value
• Improve the tax efficiency of the transaction by understanding tax due diligence
• Ensure that you know how to address all legal requirements and obligations
• Prepare for integration in advance through effective due diligence processes

Who should attend?
This seminar has been designed for all those involved in acquisitions or strategic alliances, whether in strategic planning, appraisal, negotiation or valuation including:
• Managing Directors
• Directors of Strategic Planning
• Financial Directors
• Company Secretaries
• Venture Capitalists
• Private Equity Investors
• Corporate Lawyers
• In house Lawyers
• Professional Advisers

Those attending should:
• Have a working knowledge of basic accounting and finance concepts, capital markets and Excel spreadsheet skills.
• For added value Delegates should, where possible, bring a laptop or handheld computer and a USB drive (thumb drive).

Training methodology
The emphasis of this course is on learning due diligence processes through practical examples and in particular an extensive case study. This intensive two-day training programme will combine tutorial sessions with practical templates for each topic, allowing participants to gain first hand experience of effective due diligence techniques.  Delegates will be provided with:
• a full set of templates for major phases of due diligence;
• checklists to be used in undertaking due diligence;
• valuation model spreadsheet for short form valuation;
• summary reference sheets for reporting results;
• full set of all presentation slides; and,
• comprehensive course hand book for reference.

Outline

The Approach to Due Diligence
• The objectives of due diligence
• What you need to know
• What needs to be examined
• Who will be using the due diligence?
• Corporate
• Financiers
• Financial advisors
• Lawyers
• Other due diligence teams
• When should you involve due diligence experts?
• Defining the scope of your responsibilities
• Interacting with other due diligence teams
• How to organise due diligence processes

Preparing For Due Diligence
• Due diligence agreements, rights and obligations
• Confidentiality agreements
• What to ask for
• Security arrangements
• Document preparation
• Logistics

Commercial due diligence
• What is commercial due diligence?
• Reasons for carrying out commercial diligence
• Key elements of commercial due diligence
• How to collect relevant information
• Uses and applications of commercial due diligence
• Case study examples

Financial Information Assessment
• Income and revenue verification
• Balance sheet and financial position verification
• Account processing
• Inventory finance assessment
• Financial reporting assessment

Financial Systems Evaluation
• Banking
• IT for finance
• Sales, Marketing and revenue systems
• Required materials

Contracts, Legal Obligations and Finance
• Leases
• Financial security
• Insurance
• Customer and supplier contracts

Legal and Corporate Issues and Finance
• Contingent liabilities verification and assessment
• Financial compliance
• Materials required

Human resources and company culture factors
• Assessing the importance of human resources in transactions
• Investigating and reporting on:
• HR strategies
• Corporate culture
• Leadership
• Management
• Understanding the business and its employees
• Identifying problem issues before implementation
• Checking for compliance with new legislation
• Assessing the cost  - now and in the future
• Steps to be taken before completion
• Reporting issues on the compatibility between parties
• Avoiding problems during the implementation period

Tax due diligence
• Planning the process by understanding the target’s business
• Quantification of risks using tax due diligence as a commercial tool
• Structuring the transaction using the due diligence knowledge
• Reducing the tax cost of the deal
• What should tax due diligence achieve?

Valuation
• Business valuation for Due Diligence
• Valuation models and application
• Data and materials for valuation

Industry and Competition Financial Assessment
• Financial comparisons and benchmarks
• Data for comparative analyses
• Methods of analysis

Technology due diligence
• The need for technology due diligence
• How should you approach an assignment?
• Compatibility
• How should you assess product or service based companies?
• Case study examples

Environmental and other specialist due diligence
• Assessing the need for environmental and other specialist due diligence
• Identifying environmental problems and problem industrial areas
• Using other experts
• Mechanisms for protection

Post Due Diligence Reporting
• Assembling data
• Presenting results
• Decision making from due diligence

Post acquisition implementation
• Implementing financial and commercial due diligence recommendations
• Creating a formal process for business integration
• Effective project management techniques for the integration process
• Successfully integrating the management teams
• Managing the relationship with shareholders, bankers and employees

Facilitator

Brent Wheeler, Director, Brent Wheeler Ltd

Brent Wheeler has a PhD from the University of Otago and has been a University lecturer, Deputy Regional and City Planner in the Manawatu, Senior Analyst at the N.Z. Treasury, NZ delegate to the OECD on regulatory reform and Senior Analyst in the Office of the Minister of State Owned Enterprises.

With a superb repertoire of financial skills and investment acumen, Brent’s areas of interest include the development and application of financial economics in the areas of corporate finance, investment analysis and business planning. A recipient of the Commonwealth Medal (for State Owned Enterprises and privatisation contributions) in 1990, he has been involved with projects concerned with valuation of companies, projects and investment, asset allocation, evaluation and assessment of capital markets, assessment of investment and business strategy.

Brent is the principal of Brent Wheeler Ltd where he offers advice on financial economics, corporate finance and investment for the past 25 years. He currently advises a number of clients in these areas and has just finished designing and launching a large scale institutional medium term note programme for Provincial Finance Ltd.

A practical and well-respected facilitator, Brent is committed to guide and help you sharpen your analytical skills and investment acumen.

Brent Wheeler is also facilitating:

• Mergers & Acquisitions in a Nutshell

In-house Training

Prices and Registration

* Early bird price available when you register and pay before the dates listed.