Due Diligence

Planning, Questions, Issues

Gordon Bing

• Publisher: Praeger
• Year: 2007
• Print ISBN: 9780313345401
• eBook ISBN: 9780313345418
• Edition: 1
• Topic: Business
• Subtopic: Entrepreneurship
• Index: Business

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.

Table of contents

• Contents
• Preface
• 1. Getting Started: Basic Information
• 2. Preliminary Critical Information
• 3. Key Early Issues and Alarms
• 4. Ownership and Capital Structure
• 5. Directors and Governance
• 6. Management
• 7. Products and Services
• 8. R&D and Technology
• 9. Markets and Customers
• 10. Competition
• 11. Marketing, Selling, and Distribution
• 12. Pricing
• 13. Advertising
• 14. Public and Investor Relations
• 15. Manufacturing
• 16. Purchasing and Outsourcing
• 17. Human Resources and Employees
• 18. Union Issues
• 19. Employee Compensation and Benefits
• 20. Retirement Plans, 401(k)s, and ESOPs
• 21. Culture of the Business
• 22. Legal and Regulatory Issues
• 23. Government Business, Lobbying, and Politics
• 24. Information Systems
• 25. Internet
• 26. Budgets
• 27. Planning
• 28. Insurance and Bonding
• 29. Environment and Safety Issues
• 30. Debt, Banks, and Financial Institutions
• 31. Investments, Hedging, and Derivatives
• 32. Cash and Cash Management
• 33. Accounting: General Questions
• 34. Accounting Policies
• 35. Accounts and Notes Receivable
• 36. Taxes
• 37. Inventory
• 38. Fixed and Other Assets
• 39. Liabilities
• 40. Cost of Sales and Gross Profit
• 41. Selling and General and Administrative Expenses (SG&A)
• 42. Income Recognition and Backlog
• 43. Intracompany Transactions
• 44. Real Estate
• 45. Investment Questions and Issues
• 46. Off–Balance Sheet Items
• 47. Assets and Liabilities Excluded
• 48. Financial Ratios and Trends
• 49. Warning Signs
• 50. Outrageous Improprieties
• Index