DUE DILIGENCE HEART OF A PRIVATE EQUITY TRANSACTION

Size: px
Start display at page:

Download "DUE DILIGENCE HEART OF A PRIVATE EQUITY TRANSACTION"

Transcription

1 DUE DILIGENCE HEART OF A PRIVATE EQUITY TRANSACTION

2 DUE DILIGENCE: WHAT WHY WHO WHEN WHAT IS DUE DILIGENCE? Black s Law Dictionary defines Due Diligence as a measure of prudence or activity to be expected from, and ordinarily exercised by a reasonable or prudent man under the particular circumstances, not measured by an absolute standard but dependent of the relevant facts of a particular case. Due diligence is used to investigate and evaluate a business opportunity. It spans investigation into all relevant aspects of the past, present, and predictable future of the business of a target company. 2

3 WHY DUE DILIGENCE IS NECESSARY? To confirm that the business is what it appears to be; Identify potential "deal killer" defects in the target and avoid a bad business transaction; Gain information that will be useful for valuing assets, defining representations and warranties, and/or negotiating price concessions; and Verification that the transaction complies with investment or acquisition criteria. 3

4 WHO CONDUCTS DUE DILIGENCE? Lead and co investors, corporate development staff, attorneys, accountants, investment bankers, and other professionals involved in a transaction may have a need or an obligation to conduct independent due diligence. WHEN IS DUE DILIGENCE CONDUCTED? Detailed due diligence is typically conducted after the parties involved in a proposed transaction have agreed in principle that a deal should be pursued and after a preliminary understanding has been reached, but prior to the signing of a binding contract. 4

5 Due Diligence Process Understand the checklist Getting the data room ready Report the findings/ take corrective actions Incorporate findings in the transaction documents 5

6 Due Diligence Heart of the PE Transaction Pre deal Deal Post deal 6

7 AVOIDABLE EVIL vs. NECESSARY EVIL MYTH Need for due diligence can be eliminated by Warranties or Indemnity Protection Only investors need to conduct due diligence Due diligence is all about compliance and legal liabilities review FACT DUE DILIGENCE IS A TOOL TO Evaluate the valuation of the Target Company Structure the deal Effectively manage Issues and Risks Assist in creating a Road Map for future 7

8 EFFECTIVE DUE DILIGENCE Clearly establishes objectives Effectively provides for issues and risk management Suggests post deal improvements 8

9 India Vs. West Fact finding mission Vs Risk allocation exercise No set pattern or formula No implied representations and warranties Difficulty/Delays in enforcing warranties and indemnities 9

10 CRITICAL AREAS TO LOOK FOR IN DUE Capitalisation of the Company Related Party Transactions Business Contracts Vendor Contracts Customer Contracts OEM Contracts DILIGENCE Ownership of IPR (if IPR is critical to the business of the Company) Patents, Trademarks, Copyrights Approvals and Licenses Loan Agreements/ Line of Credit 10

11 AT THE CORE ISSUES CONDITIONS PRECEDENT DUE DILIGENCE RISK WARRANTIES LIABILITY INDEMNITIES & PRICE RETENTION 11

12 EXAMPLE OF CONDITIONS FINDINGS OF DUE DILIGENCE The Company has entered into a loan agreement with a bank which requires the Company to take prior approval from the bank regarding any change in control and management of the company. The Company does not have enough authorised share capital to issue shares/ debentures to the Investor. PRECEDENT CONDITIONS PRECEDENT There will be a condition precedent as per which the Company will be required to take approval from the bank for the proposed investment. There will be condition precedent requiring the Company to increase its authorised share capital before the investment. 12

13 EXAMPLE OF WARRANTY FINDINGS OF DUE DILIGENCE The application for registration of trademark of the Company is pending. WARRANTY A warranty shall be taken from the Company that it owns all the intellectual property belonging to the Company and it does not infringe the rights of any third party. The Company represents that it does not have any pending litigation however the representation is not absolute as it is not possible to find out if any litigation is pending in the trial courts. A warranty shall be taken from the Company regarding absence of any litigation and indemnity to the Investor in case any loss is incurred on account of any litigation. 13

14 EXAMPLE OF RELATED PARTY TRANSACTIONS FINDINGS OF DUE DILIGENCE Daughter of one of the directors is employed as executive assistant and she is drawing much more than her prescribe salary by way of additional perks. REMEDIAL ACTION There will be condition precedent requiring the Company to terminate the employment agreement of the related party. The company has entered into a rent agreement for one of its warehouse with the relative of the director. It will have to be verified that the rent for the warehouse is on arms length basis. 14

15 ROLE OF LAWYERS AND COMPANY SECRETARIES PRE DEAL Regulators for the transaction Facilitate transaction Advice on Structuring Risk evaluators and managers Sensitize parties to cultural deal approach issues (Cross border transactions) POST DEAL Monitor conditions subsequent Do necessary filings with the Reserve Bank of India and other regulatory authorities 15

16 LIMITING FACTORS Dependent on information shared by the Target Company Pressure to conclude transactions Competition in the PE world Time and Cost Transactions based on good faith Viewed as an obtrusive and time taking exercise 16

17 QUESTIONS 17

18 THANK YOU Contact: GAURAV DANI 18

Introduction. Due Diligence

Introduction. Due Diligence Introduction When purchasing a business or company, the prospective purchaser must turn his or her mind to a number of preliminary issues. This introduction is intended to point out those issues and highlight

More information

Due diligence - Hits & Misses. CA Rajesh S Shetty January 2018

Due diligence - Hits & Misses. CA Rajesh S Shetty January 2018 Due diligence - Hits & Misses CA Rajesh S Shetty January 2018 Contents Need of due diligence What is due diligence? Types of due diligence The process Focus areas Key benefits Limitations 2 Need of Due

More information

Escrow controlling cross-border transaction risk

Escrow controlling cross-border transaction risk Escrow controlling cross-border transaction risk Managing risks with escrow In today s market, with corporates looking to effectively deploy excess liquidity through acquisitions, expansion or new ventures,

More information

Real Property Assets Policy and Procedures

Real Property Assets Policy and Procedures Real Property Assets Policy and Procedures Summary: Due Diligence process Prior to the execution of a binding contract to purchase a property by a DomaCom sub-fund, a review of the Real Property Asset

More information

Due Diligence. A Two Day Course with Asia Pacfic Specfic Case Studies

Due Diligence. A Two Day Course with Asia Pacfic Specfic Case Studies Due Diligence A Two Day Course with Asia Pacfic Specfic Case Studies This course can also be presented in-house for your company or via live on-line webinar The Banking and Corporate Finance Training Specialist

More information

CHECKLIST Sale & Purchase of Business

CHECKLIST Sale & Purchase of Business CHECKLIST Sale & Purchase of Business Buying a business isn t as easy as it sounds. Whether you re buying or selling, make sure you deal with these essential tasks. Our team of commercial lawyers have

More information

Preparing for Acquisition Due Diligence

Preparing for Acquisition Due Diligence Preparing for Acquisition Due Diligence Carrie Keller, Partner, SmithAmundsen John Finger, Partner, SmithAmundsen The purpose of the due diligence process in an acquisition is to investigate the target

More information

GKE CORPORATION LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore)

GKE CORPORATION LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore) GKE CORPORATION LIMITED (Company Registration No. 200001941G) (Incorporated in the Republic of Singapore) PROPOSED DISPOSAL OF PROPOERTY AT 30 PIONEER ROAD Unless otherwise defined, all capitalised terms

More information

Mergers & Acquisitions

Mergers & Acquisitions Mergers & Acquisitions A new approach to professional services Oury Clark Page 1 Mergers & Acquisitions Successfully growing, selling or restructuring a business can The successful execution of corporate

More information

Preparing for Negotiations: The Environmental Lawyer s Checklist In Oil and Gas Transactions

Preparing for Negotiations: The Environmental Lawyer s Checklist In Oil and Gas Transactions Preparing for Negotiations: The Environmental Lawyer s Checklist In Oil and Gas Transactions Presented by Jim Morriss Thompson & Knight LLP james.morriss@tklaw.com The Process Drives the Checklist Confidentiality

More information

BUSINESS GUIDE. Resource Booklet

BUSINESS GUIDE. Resource Booklet BUSINESS GUIDE Resource Booklet Onsite Law practices in Conveyancing, Business Law and Wills. We provide advice in plain English in a cost efficient way. All client referrals to us are treated with courtesy

More information

ADVANCED ISSUES IN FRANCHISOR ACQUISITIONS OF FRANCHISEES IS VERTICAL INTEGRATION IN YOUR FUTURE?

ADVANCED ISSUES IN FRANCHISOR ACQUISITIONS OF FRANCHISEES IS VERTICAL INTEGRATION IN YOUR FUTURE? ADVANCED ISSUES IN FRANCHISOR ACQUISITIONS OF FRANCHISEES IS VERTICAL INTEGRATION IN YOUR FUTURE? Joel R. Buckberg Shareholder Commercial Transactions & Business Counseling Practice Group Chair Baker,

More information

TERMS & CONDITIONS STANDARD PAGE 1 OF 5 DATE: 6 AUGUST 2014

TERMS & CONDITIONS STANDARD PAGE 1 OF 5 DATE: 6 AUGUST 2014 PAGE 1 OF 5 TIME IS OF THE ESSENCE WITH RESPECT TO THE PERFORMANCE OF EACH OF THE COVENANTS AND AGREEMENTS SET FORTH HEREIN. 1. DEFINITIONS. As used in this Purchase Order, the below terms shall have the

More information

REAL ESTATE TOPICS JUNE 1, 2008 NEGOTIATING AND STRUCTURING JOINT VENTURE AND LLC AGREEMENTS

REAL ESTATE TOPICS JUNE 1, 2008 NEGOTIATING AND STRUCTURING JOINT VENTURE AND LLC AGREEMENTS BENNETT VALLEY LAW REAL ESTATE TOPICS JUNE 1, 2008 NEGOTIATING AND STRUCTURING JOINT VENTURE AND LLC AGREEMENTS Parties negotiate joint venture agreements in the spirit of optimism. Anxious to combine

More information

Path to a Successful M&A Transaction: An Effective Legal Due Diligence

Path to a Successful M&A Transaction: An Effective Legal Due Diligence Path to a Successful M&A Transaction: An Effective Legal Due Diligence Pooja Patel, Associate Partner Khaitan & Co, Mumbai Practical Aspects of Mergers and Amalgamations by ICSI WIRC IMC, Mumbai Saturday,

More information

Acquiring Real Estate in the UK: A brief overview

Acquiring Real Estate in the UK: A brief overview Acquiring Real Estate in the UK: A brief overview Real Estate Sector 1 UK: the process The prospective purchaser and seller will appoint separate agents to provide valuation advice and to negotiate terms

More information

AGRICULTURAL PURCHASE CONTRACT

AGRICULTURAL PURCHASE CONTRACT AGRICULTURAL PURCHASE CONTRACT This form was developed by the Alberta Real Estate Association for the use of its members and may not be altered electronically by any person. Others who use this document

More information

DUE DILIGENCE CHECKLIST For: [PROPERTY NAME]

DUE DILIGENCE CHECKLIST For: [PROPERTY NAME] DUE DILIGENCE CHECKLIST For: [PROPERTY NAME] Page 1 / 10 1. List and describe ownership interests 2. A List required third party consents and releases (i.e., mortgages, regulatory) 3. Send authorization

More information

GENERAL TERMS AND CONDITIONS OF PURCHASE

GENERAL TERMS AND CONDITIONS OF PURCHASE GENERAL TERMS AND CONDITIONS OF PURCHASE 1. GENERAL TERMS AND CONDITIONS DEFINITIONS GENERAL CLAUSES 1.1 All purchases of goods, equipments, materials and Services by Bridgestone France (the «Purchaser»

More information

BUYER S ACQUISITION OUTLINE

BUYER S ACQUISITION OUTLINE BUYER S ACQUISITION OUTLINE Preliminary Copyright 1997 by Maryann A. Waryjas Presented February, 1998 1. This outline assumes that management has engaged in a comprehensive, in depth study of the needs

More information

Stock Purchase Agreement Commentary

Stock Purchase Agreement Commentary Stock Purchase Agreement Commentary This is just one example of the many online resources Practical Law Company offers. PLC Corporate and Securities Commentary on key terms and conditions commonly found

More information

ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS

ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS 1. ORDERS AND ACCEPTANCE: Any order placed or purchase order issued by Buyer (an Order ) for products and/or services described therein (collectively,

More information

KEY REALTY LLC OF NEVADA

KEY REALTY LLC OF NEVADA KEY REALTY LLC OF NEVADA ASSET PURCHASE CONTRACT THIS ASSET PURCHASE AGREEMENT is made this day of,, by and between [Seller or Business], ("Seller"), and ("Buyer"). RECITALS: WHEREAS, ("[Seller]") operates

More information

Disposal of Real Estate Assets by NAMA Debtors and Insolvency Office Holders. Version: 4.5

Disposal of Real Estate Assets by NAMA Debtors and Insolvency Office Holders. Version: 4.5 Disposal of Real Estate Assets by NAMA Debtors and Insolvency Office Holders Version: 4.5 Contents 1 Introduction... 2 2 Policy Basis... 2 2.1 Open Marketing... 2 2.2 Section 172 Policy... 2 2.3 Excluded

More information

Asset Purchase Agreement or Bulk Sale Agreement

Asset Purchase Agreement or Bulk Sale Agreement Asset Purchase Agreement or Bulk Sale Agreement This Asset Purchase Agreement or Bulk Sales Agreement (the "Agreement") is made and effective on (Date), by and between ("Seller") (Name & Address) and ("Buyer").

More information

Intangibles CHAPTER CHAPTER OBJECTIVES. After careful study of this chapter, you will be able to:

Intangibles CHAPTER CHAPTER OBJECTIVES. After careful study of this chapter, you will be able to: CHAPTER Intangibles CHAPTER OBJECTIVES After careful study of this chapter, you will be able to: 1. Explain the accounting alternatives for intangibles. 2. Record the amortization or impairment of intangibles.

More information

Unit 26: Business Law

Unit 26: Business Law Unit 26: Business Law Unit code: R/601/1145 QCF level: 5 Credit value: 15 credits Aim The aim of this unit is to provide knowledge and application of the law relating to sale of goods, consumer credit,

More information

Classification: EXTERNAL DRAFT THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES)

Classification: EXTERNAL DRAFT THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES) DRAFT THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF NASHIK MUNICIPAL SMART CITY DEVELOPMENT COMPANY LIMITED (NMSCDCL) 1 st The Name of the Company is NASHIK MUNICIPAL

More information

Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013

Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013 Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013 1. Parties; Items. Projects Unlimited, Inc.- will be referred to as "Purchaser" and the person or company indicated on the

More information

SELLING THE FAMILY BUSINESS

SELLING THE FAMILY BUSINESS SELLING THE FAMILY BUSINESS For owners of family businesses, the process of selling their businesses can be one of life's most stressful events. Often the owners have close emotional connections to their

More information

International Financial Reporting Standards. Sample material

International Financial Reporting Standards. Sample material International Financial Reporting Standards Sample material Always in context guiding you all the way with summaries key points, diagrams and definitions REVENUE RECOGNITION CHAPTER CONTENTS The provisions

More information

1.1. Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions.

1.1. Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions. PURCHASE ORDER STANDARD TERMS AND CONDITIONS 1. DEFINITIONS. 1.1. Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions. 1.2. Contract

More information

FIRM ARTICLE ITALIAN LAW ON REAL ESTATE. Real estate matters are fundamentally regulated by the Civil Code.

FIRM ARTICLE ITALIAN LAW ON REAL ESTATE. Real estate matters are fundamentally regulated by the Civil Code. FIRM ARTICLE May 9, 2012 ITALIAN LAW ON REAL ESTATE 1.1 Laws governing real estate in Italy. Real estate matters are fundamentally regulated by the Civil Code. 2.1 Legal restrictions on ownership of real

More information

Chapter 16: Selling a Business: Finishing Steps

Chapter 16: Selling a Business: Finishing Steps Chapter 16: Selling a Business: Finishing Steps This section presents an overview of the steps needed to complete a sale. The letter of intent and purchase/sale agreements are some of the most important

More information

Buyer is every person/entrepreneurship who uses the Platform and buys via Platform.

Buyer is every person/entrepreneurship who uses the Platform and buys via Platform. Terms of Business Agreement with Vendor Definitions: The owner of the platform or BCShop.io is BCSHOP.IO PTE.LTD. that is a company incorporated in Singapore at 176 Joo Chiat Road, #02-02427447 Singapore.

More information

INTELLECTUAL PROPERTY

INTELLECTUAL PROPERTY AP 3715 INTELLECTUAL PROPERTY References: 17 U.S. Code Sections 101 et seq.; 35 U.S. Code Sections 101 et seq.; 37 Code of Federal Regulations Sections 1.1 et seq. The following intellectual property procedure

More information

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 896) MAJOR TRANSACTION

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 896) MAJOR TRANSACTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness

More information

the cost of replacing or repairing the goods or of acquiring equivalent goods.

the cost of replacing or repairing the goods or of acquiring equivalent goods. 1. General Any order placed by the Buyer will be taken to be an order incorporating these terms and conditions even if any inconsistencies are introduced in the Buyer s order or acceptance, unless expressly

More information

Real Estate Services for Corporate Clients. Comcast Headquarters, Philadelphia, PA. Attorney Advertising

Real Estate Services for Corporate Clients. Comcast Headquarters, Philadelphia, PA. Attorney Advertising Real Estate Services for Corporate Clients Comcast Headquarters, Philadelphia, PA Attorney Advertising National Strength Local Presence Ballard Spahr knows real estate. Whether it s a plant or a pipeline,

More information

Catholic Schools Office Diocese of Lismore RELATED PARTY TRANSACTIONS STANDARD OPERATING PROCEDURE

Catholic Schools Office Diocese of Lismore RELATED PARTY TRANSACTIONS STANDARD OPERATING PROCEDURE Catholic Schools Office Diocese of Lismore RELATED PARTY TRANSACTIONS STANDARD OPERATING PROCEDURE SOP Number: Status: RPTSOP01:05 Ratified Date Issued: February 2017 Evaluation and Review: February 2019

More information

Special Sale Notices / Real Estate

Special Sale Notices / Real Estate Special Sale Notices / Real Estate The Information contained in this catalog is deemed reliable but is not guaranteed. The Announcements made at the sale take precedence over any prior written or oral

More information

ACQUISITION OF AN A GRADE CORPORATE RESIDENTIAL ESTATE LEASED TO EMBASSY AND MULTINATIONAL OIL COMPANY

ACQUISITION OF AN A GRADE CORPORATE RESIDENTIAL ESTATE LEASED TO EMBASSY AND MULTINATIONAL OIL COMPANY GRIT REAL ESTATE INCOME GROUP LIMITED (previously known as Mara Delta Property Holdings Limited) (Registered by continuation in the Republic of Mauritius) (Registration number: C128881 C1/GBL) SEM share

More information

Professional Opportunities in Due Diligence

Professional Opportunities in Due Diligence Professional Opportunities in Due Diligence CA Rajkumar S Adukia B.Com (Hons), FCA, ACS, ACWA, LLB, DIPR, DLL &LP, IFRS(UK), MBA email id: rajkumarradukia@caaa.in Mob: 09820061049/09323061049 To receive

More information

PROPOSED ACQUISITION AND PARTIAL LEASEBACK OF 51 UBI AVENUE 3, SINGAPORE SALE AND PURCHASE AGREEMENT

PROPOSED ACQUISITION AND PARTIAL LEASEBACK OF 51 UBI AVENUE 3, SINGAPORE SALE AND PURCHASE AGREEMENT Far East Group Limited (Company Registration No.:196400096C) (Incorporated in the Republic of Singapore on 18 March 1964) PROPOSED ACQUISITION AND PARTIAL LEASEBACK OF 51 UBI AVENUE 3, SINGAPORE 408858

More information

BCShop.io User Agreement

BCShop.io User Agreement BCShop.io User Agreement Definitions: The owner of the platform or BCShop.io or Company is BCSHOP.IO PTE.LTD that is a company incorporated in Singapore at 176 Joo Chiat Road, #02-02427447 Singapore. Platform

More information

DAYTON Lamina Corporation

DAYTON Lamina Corporation DAYTON Lamina Corporation Terms and Conditions of Sale GENERAL CONDITIONS: All prices are subject to change without notice. Products or services provided ( Products ) are invoiced at the price in effect

More information

COMMERCIAL PURCHASE CONTRACT

COMMERCIAL PURCHASE CONTRACT COMMERCIAL PURCHASE CONTRACT This form was developed by the Alberta Real Estate Association for the use of its members and may not be altered electronically by any person. Others who use this document

More information

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment is made as of the 30th day of April, 2018, by Bluesmart Inc., a Delaware corporation, with offices at 729 Minna Street, San Francisco, CA 94103, hereinafter referred

More information

STAATSKOERANT, 6 MEI 2015 No CODE SERIES 100: THE MEASUREMENT OF THE OWNERSHIP ELEMENT OF BROAD- BASED BLACK ECONOMIC EMPOWERMENT

STAATSKOERANT, 6 MEI 2015 No CODE SERIES 100: THE MEASUREMENT OF THE OWNERSHIP ELEMENT OF BROAD- BASED BLACK ECONOMIC EMPOWERMENT STAATSKOERANT, 6 MEI 2015 No. 38766 23 CODE SERIES 100: THE MEASUREMENT OF THE OWNERSHIP ELEMENT OF BROAD- BASED BLACK ECONOMIC EMPOWERMENT STATEMENT 102: RECOGNITION OF THE SALE OF ASSETS, EQUITY INSTRUMENTS,

More information

Due Diligence. To receive regular updates kindly send test to : CA Rajkumar S Adukia

Due Diligence. To receive regular updates kindly send test  to : CA Rajkumar S Adukia Due Diligence CA Rajkumar S Adukia B.Com (Hons), FCA, ACS, ACWA, LLB, DIPR, DLL &LP, IFRS(UK), MBA email id: rajkumarradukia@caaa.in Mob: 09820061049/09323061049 To receive regular updates kindly send

More information

PPP Project Realization Roadmap for Public Entities. based on the PPP Act and the Act on Concessions for Construction Work or Services

PPP Project Realization Roadmap for Public Entities. based on the PPP Act and the Act on Concessions for Construction Work or Services PPP Project Realization Roadmap for Public Entities based on the PPP Act and the Act on Concessions for Construction Work or Services 1. Identification of needs and possibilities to fulfil them by means

More information

REFERRAL BROKER AGREEMENT

REFERRAL BROKER AGREEMENT REFERRAL BROKER AGREEMENT This Real Estate Broker Referral Agreement ("Agreement") is entered into between INTERINVESTMENTS REALTY, INC, a Florida Corporation, hereinafter known as the Florida Broker,

More information

UMS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: R)

UMS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: R) UMS HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: 200100340R) PROPOSED SALE OF THE PROPERTY LOCATED AT 27 CHANGI NORTH CRESCENT SINGAPORE 499618 1. Introduction

More information

For a smooth transition during an acquisition, buyers and sellers must engage in careful planning.

For a smooth transition during an acquisition, buyers and sellers must engage in careful planning. 1 of 5 8/7/2009 11:02 AM Medical Device Link. The Online Information Source for the Medical Device Industry Home \ Magazines \ Medical Device & Diagnostic Industry Originally Published MD&DI August 2009

More information

3900 BLOCK OF GOSHEN ROAD LAND AUCTION

3900 BLOCK OF GOSHEN ROAD LAND AUCTION 433 Council Drive Fort Wayne, IN 46825 Phone: (260) 373-0850 Fax: (260) 373-0854 www.charlestonservices.com 3900 BLOCK OF GOSHEN ROAD LAND AUCTION AUCTION BID DEADLINE: October 25 th @ 4:00 p.m. (EST)

More information

Business Combinations

Business Combinations Business Combinations Indian Accounting Standard (Ind AS) 103 Business Combinations Contents Paragraphs OBJECTIVE 1 SCOPE 2 IDENTIFYING A BUSINESS COMBINATION 3 THE ACQUISITION METHOD 4 53 Identifying

More information

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment (the General Assignment ) is made as of the 6th day of December, 2016, by Pebble Industries, Inc., a Delaware corporation, with offices at 900 Middlefield Road,

More information

Community Development District INFORMATION PACKET

Community Development District INFORMATION PACKET Community Development District INFORMATION PACKET Please call for an appointment to file the application (813) 276-8366 or (813) 272-5600. The Hillsborough County Board of County Commissioners adopted

More information

THE ART OF BUSINESS VALUATION

THE ART OF BUSINESS VALUATION BUSINESS VALUATIONS GROWING THE ART OF BUSINESS VALUATION Douglas A. Michel, CPA/ABV, CVA & Alex E. Kummer, CPA, CVA, Clark Schaefer Hackett THE VALUE OF YOUR BUSINESS Steve Lumley, LGI CFO BUY SELL AGREEMENTS

More information

Business Combinations

Business Combinations International Financial Reporting Standard 3 Business Combinations This version was issued in January 2008. Its effective date is 1 July 2009. It includes amendments resulting from IFRSs issued up to 31

More information

Broadstone Asset Management, LLC

Broadstone Asset Management, LLC Broadstone Asset Management, LLC 800 Clinton Square Rochester, NY 14604 Phone: 585-287-6500 www.broadstone.com Firm CRD#: 281847 Date: March 29, 2018 This brochure provides information about the qualifications

More information

Chapter 11. Learning Objectives. Non-current Assets. Horngren, Best, Fraser, Willett: Accounting 6e 2010 Pearson Australia

Chapter 11. Learning Objectives. Non-current Assets. Horngren, Best, Fraser, Willett: Accounting 6e 2010 Pearson Australia PowerPoint to accompany Chapter 11 Non-Current Assets: Property, Plant and Equipment, and Intangibles Learning Objectives 1. Measure the cost of a non-current asset 2. Account for depreciation 3. Select

More information

GLOBAL YELLOW PAGES LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore)

GLOBAL YELLOW PAGES LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore) GLOBAL YELLOW PAGES LIMITED (Company Registration No. 200304719G) (Incorporated in the Republic of Singapore) PROPOSED ACQUISITION OF LAND IN PAPAKURA, NEW ZEALAND 1. INTRODUCTION The board of directors

More information

the property situated at 51 Shipyard Crescent Singapore (the Property ); and

the property situated at 51 Shipyard Crescent Singapore (the Property ); and PROPOSED ACQUISITION OF ASSETS 1. INTRODUCTION 1.1 The board of directors (the Board ) of T T J Holdings Limited (the Company, and together with its subsidiaries, the Group ) wishes to announce that T

More information

Assets, Regeneration & Growth Committee 17 March Development of new affordable homes by Barnet Homes Registered Provider ( Opendoor Homes )

Assets, Regeneration & Growth Committee 17 March Development of new affordable homes by Barnet Homes Registered Provider ( Opendoor Homes ) Assets, Regeneration & Growth Committee 17 March 2016 Title Report of Wards Status Urgent Key Enclosures Officer Contact Details Development of new affordable homes by Barnet Homes Registered Provider

More information

Siemens Healthcare Diagnostics Manufacturing Limited

Siemens Healthcare Diagnostics Manufacturing Limited Siemens Healthcare Diagnostics Manufacturing Limited Procurement Standard Terms and Conditions of Contract 1. Definitions In these terms and conditions the following expressions have the following meanings:

More information

Agenda Item 11. Fixed price contract : A contract that provides a price for each procurement item obtained under the contract.

Agenda Item 11. Fixed price contract : A contract that provides a price for each procurement item obtained under the contract. Agenda Item 11 Fixed price contract : A contract that provides a price for each procurement item obtained under the contract. Definite quantity contract a fixed price contract that provides for the supply

More information

M&A STRUCTURE/ANATOMY OF A TRANSACTION PRESENTATION OUTLINE. December 6, 2016

M&A STRUCTURE/ANATOMY OF A TRANSACTION PRESENTATION OUTLINE. December 6, 2016 M&A STRUCTURE/ANATOMY OF A TRANSACTION PRESENTATION OUTLINE December 6, 2016 1. HOW TO STRUCTURE A TRANSACTION DEAL TYPES AND CONSIDERATION a. Main types = Asset purchase, stock purchase and merger. Structure

More information

Negotiating Asset & Share Purchase Agreements: Fundamental Considerations. I. Berl Nadler Paul Lamarre

Negotiating Asset & Share Purchase Agreements: Fundamental Considerations. I. Berl Nadler Paul Lamarre Negotiating Asset & Share Purchase Agreements: Fundamental Considerations I. Berl Nadler Paul Lamarre February 27, 2014 Negotiating Asset and Purchase Agreements Form of the Transaction: Assets vs. Shares;

More information

Cross-border M&A: Comparing U.K. and U.S. Private M&A Transactions

Cross-border M&A: Comparing U.K. and U.S. Private M&A Transactions Cross-border M&A: Comparing U.K. and U.S. Private M&A Transactions Presented by Dan Hirschovits Harold Birnbaum William Tong Elyka Anvari December 14, 2017 Davis Polk & Wardwell London LLP is a limited

More information

Ms. Vaishali Mane Director, Transfer Pricing Services Grant Thornton India LLP

Ms. Vaishali Mane Director, Transfer Pricing Services Grant Thornton India LLP Function, Asset and Risk Analysis Mumbai Ms. Vaishali Mane Director, Transfer Pricing Services Grant Thornton India LLP 2012 Grant Thornton India LLP. All rights reserved. Tested Party Key Takeaways FAR

More information

A.B.N NON-AUCTION TERMS AND CONDITIONS

A.B.N NON-AUCTION TERMS AND CONDITIONS A.B.N. 83 073 168 680 NON-AUCTION TERMS AND CONDITIONS These conditions of sale apply to each offer to sell, quotation, contract and other commercial transaction for the supply of goods by A.C.N. 073 168

More information

Frequently asked questions on business combinations

Frequently asked questions on business combinations 23 Frequently asked questions on business combinations This article aims to: Highlight some of the key examples discussed in the education material on Ind AS 103. Background Ind AS 103, Business Combinations

More information

DISCLOSEABLE TRANSACTION

DISCLOSEABLE TRANSACTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness

More information

DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY

DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness

More information

IMPORTANT INFORMATION FOR PURCHASERS REGARDING THE PURCHASE OF PROPERTY

IMPORTANT INFORMATION FOR PURCHASERS REGARDING THE PURCHASE OF PROPERTY IMPORTANT INFORMATION FOR PURCHASERS REGARDING THE PURCHASE OF PROPERTY The following information is of great importance to all purchasers of land, houses and units. We ask that you read this document

More information

NON-DISCLOSURE AND FEE AGREEMENT Commercial Real Estate Asset and Seller Specific

NON-DISCLOSURE AND FEE AGREEMENT Commercial Real Estate Asset and Seller Specific NON-DISCLOSURE AND FEE AGREEMENT Commercial Real Estate Asset and Seller Specific THIS AGREEMENT is entered into by and between, including any affiliated parties (hereafter referred to as: Party A or Proposed

More information

G U I D E T O B U Y I N G C O M M E R C I A L R E A L E S TAT E I N L U X E M B O U R G

G U I D E T O B U Y I N G C O M M E R C I A L R E A L E S TAT E I N L U X E M B O U R G G U I D E T O B U Y I N G C O M M E R C I A L R E A L E S TAT E I N L U X E M B O U R G C O N T E N T S Introduction... 2 Preliminary Matters... 3 Procedure - Real Estate Transactions... 4 I. Freehold

More information

HALON RECYCLING CORPORATION HALON 1301 BUYER ENROLLMENT AGREEMENT

HALON RECYCLING CORPORATION HALON 1301 BUYER ENROLLMENT AGREEMENT Buyer Enrollment Agreement Identification No. HALON RECYCLING CORPORATION HALON 1301 BUYER ENROLLMENT AGREEMENT Halon Recycling Corporation (HRC) is a nonprofit corporation, organized under the laws of

More information

Intangible Assets. Contents. Accounting Standard (AS) 26

Intangible Assets. Contents. Accounting Standard (AS) 26 501 Accounting Standard (AS) 26 (issued 2002) Intangible Assets Contents OBJECTIVE SCOPE Paragraphs 1-5 DEFINITIONS 6-18 Intangible Assets 7-18 Identifiability 11-13 Control 14-17 Future Economic Benefits

More information

MODULAR MINING SYSTEMS TERMS AND CONDITIONS OF SALE

MODULAR MINING SYSTEMS TERMS AND CONDITIONS OF SALE MODULAR MINING SYSTEMS TERMS AND CONDITIONS OF SALE 1. GENERAL. Modular Mining Systems ( Seller ) prices are based on these Terms and Conditions of Sale. This document, together with any additional writings

More information

MURRAY IRRIGATION WATER EXCHANGE: TERMS AND CONDITIONS

MURRAY IRRIGATION WATER EXCHANGE: TERMS AND CONDITIONS 5 Approval: General Manager Version: 5 Date of Approval: 30 MURRAY IRRIGATION WATER EXCHANGE: TERMS AND CONDITIONS 1. General Rules 1.1 Water Exchange is a service operated by Murray Irrigation to facilitate

More information

TURTLE & HUGHES, INC. AND SUBSIDIARIES TERMS AND CONDITIONS OF QUOTATION AND SALE

TURTLE & HUGHES, INC. AND SUBSIDIARIES TERMS AND CONDITIONS OF QUOTATION AND SALE TURTLE & HUGHES, INC. AND SUBSIDIARIES TERMS AND CONDITIONS OF QUOTATION AND SALE 1. Buyer understands and agrees that all quotations and accepted orders by Turtle & Hughes, Inc. and Subsidiaries ("Seller")

More information

Special Sale Notices / Real Estate

Special Sale Notices / Real Estate Special Sale Notices / Real Estate This real estate sale is a Sealed Bid Auction. You must deliver a completed BINDING PURCHASE CONTRACT / SEALED BID as well as payment in full to the Treasurer s office

More information

Partnering To Develop Affordable Housing

Partnering To Develop Affordable Housing Partnering To Develop Affordable Housing Prepared by: Franke Consulting Group As part of the Development Seminar Series Under contract to: New York State Division of Housing & Community Renewal New York

More information

Thomas H. Warren Ram C. Sunkara February 22, 2011

Thomas H. Warren Ram C. Sunkara February 22, 2011 Thomas H. Warren Ram C. Sunkara February 22, 2011 Electric Cooperative M&A Issues: Power Asset M&A Our Coop Power Project Experience In the past two years, we have assisted our Electric Cooperative clients

More information

Special Sale Notices / Real Estate

Special Sale Notices / Real Estate Special Sale Notices / Real Estate This real estate sale is a Sealed Bid Auction. You must deliver a completed BINDING PURCHASE CONTRACT / SEALED BID as well as payment in full to the Treasurer s office

More information

Uniform Guidance: Cost Principles. Why This Session Is Needed. Lesson Overview & Module Objectives. Changes to many Cost Principles and

Uniform Guidance: Cost Principles. Why This Session Is Needed. Lesson Overview & Module Objectives. Changes to many Cost Principles and Uniform Guidance: Cost Principles Uniform Guidance: Cost Principles 1 Why This Session Is Needed Changes to many Cost Principles and Selected Items of Cost Impact of changes on current operations Required

More information

IFRS Training. IAS 38 Intangible Assets. Professional Advisory Services

IFRS Training. IAS 38 Intangible Assets.  Professional Advisory Services IFRS Training IAS 38 Intangible Assets Table of Contents Section 1 Overview 2 Introduction to Intangible Assets 3 Recognition and Initial Measurement 4 Internally Generated Intangible Assets 5 Measurement

More information

AVA. Accredited Valuation Analyst - AVA Exam.

AVA. Accredited Valuation Analyst - AVA Exam. NACVA AVA Accredited Valuation Analyst - AVA Exam TYPE: DEMO http://www.examskey.com/ava.html Examskey NACVA AVA exam demo product is here for you to test the quality of the product. This NACVA AVA demo

More information

CAPITAL ASSET POLICY

CAPITAL ASSET POLICY CAPITAL ASSET POLICY POLICY STATEMENT Morningside College, through each of its operating departments acquires and disposes of capital assets. Each department is responsible for following College procedures

More information

Valuation Issues and Divorce

Valuation Issues and Divorce Lori Wilhelmy, ASA 513.813.4134 LWilhelmy@ComStockAdvisors.com Valuation Issues and Divorce The valuation of a closely held business for divorce purposes is based on valuation theory, state statute and

More information

PROGRAM PRINCIPLES. Page 1 of 20

PROGRAM PRINCIPLES. Page 1 of 20 PROGRAM PRINCIPLES Page 1 of 20 DEVELOPMENT OF THE PROGRAM PRINCIPLES The Program Development Project The Program Principles have been developed as part of the Planning Our Future Program Development Project

More information

ESCROW AGREEMENT. Dated, Relating to

ESCROW AGREEMENT. Dated, Relating to CITY OF ANAHEIM, CALIFORNIA and U.S. BANK NATIONAL ASSOCIATION, Escrow Agent ESCROW AGREEMENT Dated, 2014 Relating to Certificates of Participation (1993 Land Acquisition Refinancing Project) Evidencing

More information

BUYING AND SELLING REAL PROPERTY IN THE CURRENT MARKETPLACE. Alan Wayte Dewey Ballantine, LLP I. THE USE AND MISUSE OF LETTERS OF INTENT

BUYING AND SELLING REAL PROPERTY IN THE CURRENT MARKETPLACE. Alan Wayte Dewey Ballantine, LLP I. THE USE AND MISUSE OF LETTERS OF INTENT BUYING AND SELLING REAL PROPERTY IN THE CURRENT MARKETPLACE Alan Wayte Dewey Ballantine, LLP I. THE USE AND MISUSE OF LETTERS OF INTENT Usually sought by Buyers with nothing to lose Avoiding the creation

More information

Commercial Terms and Legal Implications in Structuring Land JV Agreements

Commercial Terms and Legal Implications in Structuring Land JV Agreements Commercial Terms and Legal Implications in Structuring Land JV Agreements Presented by Mr. Chang Hong Yun 6 th th October 2017 Introduction Definition of Joint Venture An association of 2 or more natural

More information

THE SBA HANDBOOK: BUYING & SELLING A DENTAL PRACTICE

THE SBA HANDBOOK: BUYING & SELLING A DENTAL PRACTICE THE SBA HANDBOOK: BUYING & SELLING A DENTAL PRACTICE The Small Business Administration (SBA) is a government agency charged with assisting and protecting the interests of small businesses. One way that

More information

CONTRACTS UNDER THE UNIFORM COMMERCIAL CODE THE MODERN LAW OF SALES MAY BE SUMMARIZED IN ONE BRIEF STATEMENT: LET THE SELLER BEWARE!

CONTRACTS UNDER THE UNIFORM COMMERCIAL CODE THE MODERN LAW OF SALES MAY BE SUMMARIZED IN ONE BRIEF STATEMENT: LET THE SELLER BEWARE! CONTRACTS UNDER THE UNIFORM COMMERCIAL CODE THE MODERN LAW OF SALES MAY BE SUMMARIZED IN ONE BRIEF STATEMENT: LET THE SELLER BEWARE! Uniform Commercial Code All 50 states have adopted some portions of

More information

REAL ESTATE PURCHASE CONTRACT *

REAL ESTATE PURCHASE CONTRACT * REAL ESTATE PURCHASE CONTRACT * This Contract is between: BUYER 1: BUYER 2: SELLER 1: SELLER 2: Hereinafter the Buyer Read this document carefully. All provisions apply unless crossed out and initialed.

More information

THE SELLER CONFRONTS DUE DILIGENCE

THE SELLER CONFRONTS DUE DILIGENCE THE SELLER CONFRONTS DUE DILIGENCE By: Terence P. Kennedy, Founder, Kennedy Law Group Let me paint the scene for you. You have decided to sell your business. You and your advisors circulated nondisclosure

More information