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Jeffrey W Berkman - Due Diligence and the Business Transaction: Getting a Deal Done

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Jeffrey W Berkman Due Diligence and the Business Transaction: Getting a Deal Done
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Due Diligence and the Business Transaction: Getting a Deal Done: summary, description and annotation

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Due 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 youre buying a business, its wise to conduct due diligence. Thats the process of investigating and verifying the firms finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you dont, 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, Berkmans advice will help you avoid business-crippling mistakes and make the best deal possible. What youll 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
  1. Introduction
  2. The Due Diligence Plan
  3. The Due Diligence Questionnaire
  4. Tailoring Due Diligence to the Transaction
  5. A Material Legal Issue Can Kill the Deal
  6. Has the Due Diligence Created an Opportunity to Improve the Deal Terms?
  7. Applying Due Diligence Principles: The Franchise Purchase
  8. Resolve the Issues and Proceed Comfortably
  9. The Due Diligence Process and Pragmatic Consideration
  10. Appendix A Sample Due Diligence Plan
  11. Appendix B Sample Due Diligence Questionnaire
  12. Appendix C
  13. Appendix D

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Due Diligence and the Business Transaction Getting a Deal Done - image 1

DUE DILIGENCE AND THE BUSINESS TRANSACTION

GETTING A DEAL DONE

_____________

Jeffrey W. Berkman

Due Diligence and the Business Transaction Getting a Deal Done - image 2

Due Diligence and the Business Transaction: Getting a Deal Done

Copyright 2013 by Jeffrey W. Berkman

This work is subject to copyright. All rights are reserved by the Publisher, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilms or in any other physical way, and transmission or information storage and retrieval, electronic adaptation, computer software, or by similar or dissimilar methodology now known or hereafter developed. Exempted from this legal reservation are brief excerpts in connection with reviews or scholarly analysis or material supplied specifically for the purpose of being entered and executed on a computer system, for exclusive use by the purchaser of the work. Duplication of this publication or parts thereof is permitted only under the provisions of the Copyright Law of the Publishers location, in its current version, and permission for use must always be obtained from Springer. Permissions for use may be obtained through RightsLink at the Copyright Clearance Center. Violations are liable to prosecution under the respective Copyright Law.

ISBN-13 (pbk): 978-1-4302-5086-9

ISBN-13 (electronic): 978-1-4302-5087-6

Trademarked names, logos, and images may appear in this book. Rather than use a trademark symbol with every occurrence of a trademarked name, logo, or image we use the names, logos, and images only in an editorial fashion and to the benefit of the trademark owner, with no intention of infringement of the trademark.

The use in this publication of trade names, trademarks, service marks, and similar terms, even if they are not identified as such, is not to be taken as an expression of opinion as to whether or not they are subject to proprietary rights.

While the advice and information in this book are believed to be true and accurate at the date of publication, neither the authors nor the editors nor the publisher can accept any legal responsibility for any errors or omissions that may be made. The publisher makes no warranty, express or implied, with respect to the material contained herein.

President and Publisher: Paul Manning

Acquisitions Editor: Jeff Olson

Developmental Editors: Robert Hutchinson, Ralph Moore

Editorial Board: Steve Anglin, Mark Beckner, Ewan Buckingham, Gary Cornell, Louise Corrigan, James DeWolf, Jonathan Gennick, Jonathan Hassell, Robert Hutchinson, Michelle Lowman, James Markham, Matthew Moodie, Jeff Olson, Jeffrey Pepper, Douglas Pundick, Ben Renow-Clarke, Dominic Shakeshaft, Gwenan Spearing, Matt Wade, Steve Weiss, Tom Welsh

Coordinating Editor: Rita Fernando

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Cover Designer: Anna Ishchenko

Distributed to the book trade worldwide by Springer Science+Business Media New York, 233 Spring Street, 6th Floor, New York, NY 10013. Phone 1-800-SPRINGER, fax (201) 348-4505, e-mail . Apress Media, LLC is a California LLC and the sole member (owner) is Springer Science + Business Media Finance Inc (SSBM Finance Inc). SSBM Finance Inc is a Delaware corporation.

For information on translations, please e-mail .

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Any source code or other supplementary materials referenced by the author in this text is available to readers at www.apress.com . For detailed information about how to locate your books source code, go to www.apress.com/source-code/ .

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Apress business books provide essential information and practical advice, each written for practitioners by recognized experts. Busy managers and professionals in all areas of the business worldand at all levels of technical sophisticationlook to our books for the actionable ideas and tools they need to solve problems, update and enhance their professional skills, make their work lives easier, and capitalize on opportunity.

Whatever the topic on the business spectrumentrepreneurship, finance, sales, marketing, management, regulation, information technology, among othersApress has been praised for providing the objective information and unbiased advice you need to excel in your daily work life. Our authors have no axes to grind; they understand they have one job onlyto deliver up-to-date, accurate information simply, concisely, and with deep insight that addresses the real needs of our readers.

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We are always interested in your feedback or ideas for new titles. Perhaps youd even like to write a book yourself. Whatever the case, reach out to us at to sign up for newsletters and discounts on future purchases.

The Apress Business Team

I dedicate this work to my amazing wife Dana for her unwavering love and support, to my father, Jordan W. Berkman, whose insightful advice regarding difficult legal issues, for an old-time country lawyer, never ceases to amaze me, to my mother Arlyne B. Berkman, whose intellect and spirit I miss every day, and to Bernice Kornfield, whose faith in me has no boundaries.

Contents

About the Author

Jeffrey W Berkman principal at the Berkman Law Firm PLLC has represented - photo 3

Jeffrey W. Berkman, principal at the Berkman Law Firm, PLLC, has represented entrepreneurs, companies, and investors in connection with domestic and cross-border transactions, M&A, venture capital, private equity, secured financing, joint venture agreements, and other business transactions in the US, Asia, and Europe. He also provides corporate advice in a number of areas, including business formation and start-up issues, advising small, emerging and established businesses as an outside general counsel, partnership matters, licensing, distribution, franchise, employment and other commercial contracts, commercial real estate transactions and providing advice on numerous other business law matters. Berkman is a member of the Board of Directors of Carmike Cinemas, Inc. (NASDAQ: CKEC). The Berkman Law Firm was chosen as a 2012 finalist by the New York Enterprise Reports Best Accountants and Attorneys for Privately Held Companies. Berkman writes about business law issues relating to small and emerging businesses on his blog www.mybizlawyerblog.com , has been a lecturer for continuing legal education classes and a presenter at a variety of seminars and business workshops. The Berkman Law Firm ( www.berkmanlawfirm.com ) is a corporate/business law firm advising startups, emerging and established companies, investors, entrepreneurs, inventors and business ventures in a variety of industries, including IT, Internet-based retailers and services, software and hardware development, e-learning, entertainment and new media, retailers, food/restaurant outsourcing, management consulting, healthcare, and real estate.

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