Due Diligence and the Business Transaction

1. Front Matter

   Pages i-xii

   PDF

2. Introduction

   • Jeffrey W. Berkman

   Pages 1-6

3. What Is Due Diligence?

   • Jeffrey W. Berkman

   Pages 7-24

4. The Due Diligence Questionnaire

   • Jeffrey W. Berkman

   Pages 25-50

5. Tailoring Due Diligence to the Transaction

   • Jeffrey W. Berkman

   Pages 51-78

6. A Material Legal Issue Can Kill the Deal

   • Jeffrey W. Berkman

   Pages 79-92

7. Has Due Diligence Created an Opportunity to Improve the Deal Terms?

   • Jeffrey W. Berkman

   Pages 93-128

8. Applying Due Diligence Principles: The Franchise Purchase

   • Jeffrey W. Berkman

   Pages 129-166

9. Resolving the Issues

   • Jeffrey W. Berkman

   Pages 167-210

10. The Due Diligence Process and Pragmatic Considerations

    • Jeffrey W. Berkman

    Pages 211-230

11. Due Diligence Plan for KMF Franchisee, LLC, Investment

    • Jeffrey W. Berkman

    Pages 231-238

12. Due Diligence Questionnaire for KMF Franchisee, LLC

    • Jeffrey W. Berkman

    Pages 239-254

13. Due Diligence Questionnaire for Overlook, Inc.

    • Jeffrey W. Berkman

    Pages 255-260

14. Due Diligence Questionnaire for ABB, Inc.

    • Jeffrey W. Berkman

    Pages 261-268

15. Back Matter

    Pages 269-276

    PDF

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 you’re buying a business, it’s wise to conduct due diligence. That's the process of investigating and verifying the firm’s finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don’t, 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, Berkman's advice will help you avoid business-crippling mistakes and make the best deal possible.

Jeffrey W. Berkman, principal at the Berkman Law Firm, PLLC, has represented companies and investors in connection with domestic and cross-border corporate transactions, M&A, venture capital, private equity, secured financing, and other business transactions in the U.S., Asia, and Europe. He also provides corporate advice in a number of areas, including business formation, advising small and emerging businesses, start-up issues, partnership matters, drafting/reviewing licensing, distribution, vendor, employment and other commercial contracts, and providing advice on numerous other commercial/business law matters. Berkman is a director of Carmike Cinemas, Inc. (CKEC) as well as a director of several non-public companies in the U.S. and Asia. The Berkman Law Firm was chosen as a 2012 finalist by the New York Enterprise Report s Best Accountants and Attorneys for Privately Held Companies. Berkman writes extensively about business law issues relating to small and emerging businesses on his blog www.mybizlawyerblog.com, and he is a lecturer for continuing legal education classes and a presenter at a variety of seminars and business workshops. The Berkman Law Firm is a corporate/business law firm advising start-ups, emerging and established companies, investors and business ventures in a variety of industries, including high tech, Internet, e-learning, software and hardware development, call center/business process outsourcing, healthcare, real estate, and education.

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