Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning

Front Cover
Elsevier, 2009 - Business & Economics - 710 pages
This book brings together practical information on legislation, primary sources, codes and best practice guidance in one volume. A practical handbook for business directors who wish to minimise financial, legal and reputational risks. It combines all matters concerning corporate governance with due diligence issues and in doing so provides you with the information and tools you need to help you protect your business when under taking due diligence, particularly when making international acquisitions.

The book provides clear guidance and case studies to help all involved understand the complexity of issues and to demonstrate the detailed work that is necessary both to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems, for example through damage to corporate reputation that more that offsets the targeted benefits.

As high profile business failures tarnish the reputation of international business it is essential that business responds by having the policies and practices in place in day-to-day operations and in particular, as this book demonstrates, when a major business development such as an acquisition is being implemented.

Following the initial era of codes in the UK and regulation in the USA and major debates as regards the best approach to corporate governance in the common law countries, controversy has developed over which approach is really more appropriate for business planning purposes and risk management.

Given the trend for many UK companies listed on the US market to de-list in favour of the more British approach to corporate governance and in light of more European corporate scandals this book provides a comparative analysis of the European frameworks for governance. The EU approach and the individual jurisdictions of Germany, Italy, the Netherlands and France, in terms of their practical success or failure (with case studies)is covered. With the debate over an EU Constitution and the political stance of Germany (under the Merkel leadership) during its Presidency to revive the Constitution the book assesses the EU approach generally at a time when the competitiveness of companies and key business sectors must consider the thrusting economies of India and China in particular. The link with competitiveness is an increasingly crucial matter.

In connection with due diligence, the book provides an update of the business world in light of the world's economy and links corporate governance, risk management and business planning to reflect such business, political and regulatory trends and changes.

In recent years there has been much comment and feedback on the effectiveness of the Sarbanes-Oxley approach to corporate governance and many updates on business ethics and sustainability issues, which this book also covers in the context of due diligence. In addition, since there has been a major shift in business awareness to develop, or be seen to develop, a more enlightened approach to climate change coverage of this area is include in the book in the appropriate context of governance, risk management and business planning, as well as the trends in different parts of the world (USA (and some others v many others!). There are case studies within the book on how business is operating in order to respond to this issue with an international dimension and comparison. The whole debate over being carbon neutral has impacted on the airline industry in particular and has relevance to how industry sectors should balance the interests of the different stakeholders and cope with rather fast attitude changes of the media and public (and the regulators).

The importance of energy security has raised key competitiveness issues of major interest and commercial significance. Moreover the angle of fraud in this sector has become more evident. The area of energy security within this book is tied into ethical accounting, fraud, risk etc. and economic crime. These new areas can be set against the background issue of how much of this comes into play with due diligence. How far is this now part of risk management in todays business world.

New legislation is covered in terms of developments with the UK Companies Act and Directors? duties with an increasing need to understand reputational concerns and off balance sheet values since the withdrawal of OFR.



* The only book that looks at due diligence how it's used and how to get it right in the context of Corporate Governance, Reputational Risk Management and Business Planning
* A practical guide with case studies and checklists illustrating key business drivers which enable you to monitor risk management effectively
* Covers the latest regulatory UK and EU framework for due diligence, and doing business across international boundaries, India, China, USA etc.
 

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Contents

Chapter 2 Due diligence in corporate finance
51
Chapter 3 Money laundering and terrorist financing
71
Chapter 4 Trends and drivers for due diligence and corporate governance
89
Chapter 5 Key due diligence and corporate governance management issues
151
Chapter 6 Commercial due diligence case studies
211
Chapter 7 Reputational due diligence and risk management
247
Chapter 8 Cultural due diligence
285
issues of due diligence risk management and corporate governance
305
the Indian perspective
415
corporate governance in Hong Kong special administrative region and the Peoples Republic of China
471
corporate governance in Australia
497
Chapter 15 Corporate governance in Japan
519
sustainability and corporate governance
535
issues of transparency and governance
643
Chapter 18 Governance in the family the family business and family trusts
657
Index
683

Chapter 10 Corporate governance issues
345
Chapter 11 The SarbanesOxley Act of 2002
381

Common terms and phrases

About the author (2009)

Dr Linda Spedding holds an LL.B. (Hons), LL.M., Ph.D. She is a Solicitor (England & Wales), and Advocate (India) and an Attorney (USA). Having worked with international law firms, she set up her own practice and remains a consultant to law firms and institutions. Dr. Spedding has authored many articles for professional journals and several books for a professional and business audience, including "Due Diligence and Corporate Governance". She has been an international advisor to many commercial and professional bodies both in the private and public sector, including SERM and EFR. She serves on several committees, including the SCI Business Strategy Committee. Dr Spedding is International Sustainability Advisor to the CII and to TERI in India and is as an International Consultant Advisor with the Metropolitan Police Service at New Scotland Yard.

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