Due Diligence: Planning, Questions, Issues

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Greenwood Publishing Group, 2008 - Business & Economics - 204 pages
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People often fall in love with a business--just as they fall in love with a house--and forget to use their heads as well as their hearts to assess the property. Asking the right question at the right time can save potential buyers a bundle of money or help them avoid making a major mistake. In this completely revised edition of Due Diligence Techniques and Analysis, published in 1996, Bing breaks down the due-diligence process in detail and shows readers how to investigate, step-by-step, a business with an eye to buying or investing in it. In addition, the author identifies the techniques to employ, the questions to ask, the documents to review, and the issues to explore to reach intelligent conclusions about an acquisition. In a 30-year practice as a deal maker representing buyers and sellers, Bing knows where the bones are buried in many deals, providing invaluable insights and expert opinion readers can use to arm themselves when faced with a tough buying decision.

Fifty chapters cover the different aspects of a typical business up for sale, such as ownership, management, marketing, accounting, environmental issues, and culture. The questions and topics discussed in each are preceded by commentary that highlights major areas for study, objectives, and common problems. In this book, you will find: --The most comprehensive, powerful, up-to-date set of due-diligence questions ever assembled. --Invaluable insights for those contemplating buying or investing in a business, new executives who need to get up to speed on a company or division, anyone conducting forensic investigations, and financiers wondering whether it's time to lend more or pull the plug. Most acquisitions that fail can be traced to failures of due diligence. This book will enable buyers to avoid problems and spot opportunities quickly, making business success much more likely.

 

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Contents

Getting Started Basic Information
1
Preliminary Critical Information
7
Key Early Issues and Alarms
11
Ownership and Capital Structure
17
Directors and Governance
21
Management
25
Products and Services
31
RD and Technology
35
Planning
113
Insurance and Bonding
115
Environmental and Safety Issues
119
Debt Banks and Financial Institutions
123
Investments Hedging and Derivatives
127
Cash and Cash Management
131
Accounting General Questions
135
Accounting Policies
139

Markets and Customers
39
Competition
43
Marketing Selling and Distribution
47
Pricing
51
Advertising
55
Public and Investor Relations
57
Manufacturing
61
Purchasing and Outsourcing
67
Human Resources and Employees
71
Union Issues
77
Employee Compensation and Benefits
81
Retirement Plans 401ks and ESOPs
85
Culture of the Business
89
Legal and Regulatory Issues
93
Government Business Lobbying and Politics
99
Information Systems
105
Internet
109
Budgets
111
Accounts and Notes Receivable
143
Taxes
147
Inventory
151
Fixed and Other Assets
155
Liabilities
159
Cost of Sales and Gross Profit
163
Selling and General and Administrative Expenses SGA
165
Income Recognition and Backlog
167
Intracompany Transactions
171
Real Estate
175
Investment Questions and Issues
179
OffBalance Sheet Items
183
Assets and Liabilities Excluded
187
Financial Ratios and Trends
191
Warning Signs
195
Outrageous Improprieties
197
Index
199
Copyright

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About the author (2008)

Gordon Bing is a Houston-based independent consultant specializing in multimillion dollar acquisitions and mergers in a wide variety of industries. He is the author of numerous books, including Corporate Divestment, Corporate Acquisitions, Due Diligence Techniques and Analysis (Quorum, 1996), and Selecting Your Employer (Butterworth-Heinemann, 2006).

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