Linda S. Spedding – Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning

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.

Chief Finance Officer; Finance Director; Managing Director; Risk Officer; Compliance Officer; Company lawyers – barristers and solicitors; Financial services lawyers- barristers and solicitors; Competition lawyers – barristers and solicitors; In-house lawyers in plcs; Accountants; Auditors; Company secretaries.

Contents

Acknowledgements
Preface
Author and Contributors
Table of International Statutes
Table of Statutory Instruments
Table of Cases
List of Key Abbreviations

Chapter 1 Introduction and Traditional Due Diligence
Introduction
Legal due diligence
Financial due diligence
Risk and insurance due diligence
Beneficiaries of due diligence
Transactional and operational concerns – integration value post-merger
Other business issues
Drivers for ongoing due diligence
The interaction with risk management and corporate governance
Transactional and operational assessments
References
Appendix 1 – Overview of main issues for a due diligence exercise
Appendix 2 – Initial steps in transactional due diligence in the UK
Appendix 3 – Specimen auction or tender process letter

Chapter 2 Due Diligence In Corporate Finance
Introduction
Due diligence process
Anti-money laundering due diligence
Financial due diligence
Tax
Commercial due diligence
Prior borrowing arrangements
Commercial contracts and other agreements or arrangements
Licences and intellectual property rights
IT
Real estate and business assets
Employees, consultants and directors
Pension arrangements
Insurance
Environment
Warranties and indemnities
References
Appendix

Chapter 3 Money Laundering
Introduction
History
Money laundering offences
Measures to prevent money laundering
Conclusion

Chapter 4 Drivers for Due Diligence and Corporate Governance
Introduction
Business benefits through risk/reward balance
Regulatory background and drivers
The choice of vehicle, structure and liability in business
The Limited Liability Partnership
Governance and the balance of interests
Corporate social responsibility
Small business risks, due diligence and risk management
References
Appendix – Example of initial due diligence list for the purchase
of a regulated financial services business

Chapter 5 Key Due Diligence and Corporate Governance Organisational Areas
Introduction
Litigation
Alternatives to litigation
The role of tribunals
Due diligence and late payment issues for business
Business interruption and recovery
Insolvency
Business continuity and operational risk management
Crisis management – a view from the US
References
Appendix – Glossary

Chapter 6 Commercial Due Diligence Case Studies
Introduction
Case study 1 – The biotechnology industry
Case study 2 – The shipping industry

Chapter 7 Reputation Risk Management
Why does reputation matter?
Value of brands and their importance to reputation
Reputation and corporate culture
Examples of major losses of reputation
Integrated reputation risk management
Reputation risk management, the Turnbull Report and the new Combined Code
References

Chapter 8 Cultural Due Diligence
Introduction
A managed risk culture
Change management
Culture clash in mergers and acquisitions: risk mitigation
Appendix 1 – Outsourcing and offshoring – the Indian case study
Appendix 2 – Bridging the digital divide in India through corporate and social
responsibility and the reuse of redundant IT equipment

Chapter 9 Information Technology and E-Commerce: Issues of Due Diligence, Risk Management and Corporate Governance
Introduction
Data handling risks
Contract risk in e-commerce
Business interruption
Technology due diligence: managing legal risk exposure
Management of intellectual property issues
Legal risk issues in Internet commerce
Protecting digital assets
Managing liability issues
Designing a risk management framework
Legal audit
Summary
Appendix – Checklist for implementing a corporate digital asset
management policy

Chapter 10 Corporate Governance Issues
Corporate governance definitions and drivers
The Cadbury Report
The Greenbury Report
The Hampel Review and the Combined Code
London Stock Exchange Listing Rules
The Turnbull Report
Recent developments
Practical corporate governance
The role of risk management
Systems and methodologies for risk management
The Operating and Financial Review
Conclusion
References

Chapter 11 The Sarbanes-Oxley Act of 2002
Introduction
Basic goals of act
Specific aspects of the act
Environmental issues under SOX
Conclusion

Chapter 12 International Dimensions and Corporate Governance: the Indian Perspective
Introduction
History of governance in India
Corporate governance in India
The legal and regulatory framework regarding corporate governance in India
Corporate governance: Indian practice
Capital market regulations
Committees on corporate governance
Other corporate laws of India
Conclusion

Chapter 13 International Dimensions: Corporate Governance in Hong Kong Special Administrative Region and the People’s Republic of China
Background to corporate governance in Hong KongDirectors’ Duties
Transparency and disclosure
Executive pay
Shareholders’ protection
Corporate governance in the People’s Republic of China (PRC)

Chapter 14 International Dimensions: Corporate Governance in Australia
Introduction
What is good corporate governance?
External advice to assist in good governance
HIH – A case study of a catastrophic failure in corporate governance
Conclusion

Chapter 15 Corporate Governance in Japan
Introduction
The core problems of corporate governance in Japan
General meetings of the shareholders
The board of directors
Important asset committees and corporations with committees
Conclusion

Chapter 16 Environmental Due Diligence and Risk Management
Introduction
Transactional tools
Environmental auditing and international standards
Environmental accounting and managerial decisions: governance issues
Environmental insurance: reducing risk and liability
Ethics in international trade, investment and project finance: shared responsibility
Environmental liability
The environmental balance sheet
Trends in transboundary trade and environmental standards
Appendix – Environment, Health and Safety Simple US Company Questionnaire
Chapter 17 Charity Considerations: Issues of Transparency and Governance
Introduction
Accountability and corporate giving
Fundraising and related developments
The Charities Bill
Reporting requirements
Protecting whistleblowers
Governance issues
Trustees duties: governance for non profits in the USA
The Tyson Report
Conclusion

Chapter 18 Governance in the Family, the Family Business and Family Trusts
Introduction
Governance theories and practice
Governance, the family and long-term wealth preservation
The family in business
Family trusts

Conclusion
Appendix