Due Diligence and Corporate Governance is a general guide to a subject of growing importance. This handbook shows you how due diligence is used to assess the risk of any transaction, customer or investor for all businesses regardless of size or location. There are three main reasons for the rise in the profile and uses of due diligence: Companies are now doing deals all over the world and must be increasingly vigilant about the individuals and companies they are dealing with Investors, consumers and the media are putting pressure on companies to avoid dealing with ethically, environmentally or socially irresponsible organisations Internal controls must address the increasing regulatory requirements introduced in response to corporate scandals and the terrorist threat Due diligence allows companies to profile the companies and individuals they are thinking of dealing with before any commitment is made, providing an effective safeguard against criminal activity, reputational damage, or breaches of legislation. With its diverse coverage and focus on the practical uses of due diligence, combined with explanations and illustrations of best practice by case studies, diagrams and checklists, this handbook is the essential guide for all those involved in corporate transactions and risk management. The handbook: Provides a broad introductory guide to due diligence Examines due diligence in the context of risk management and corporate governance Is straightforward, comprehensive and practical Uses case studies to illustrate business users Includes checklists to monitor risk management Provides insights into comparative corporate governance framework


Directors; Finance Professionals; Company Secretaries; Risk Officers; Consultants; Compliance Officers

Table of Contents

1. Introduction and traditional due diligence 2. Due diligence in corporate finance 3. Money laundering 4. Drivers for due diligence and corporate governance 5. Key due diligence and corporate governance organisational areas 6. Commercial due diligence case studies 7. Reputation risk management 8. Cultural due diligence 9. Information technology and e-commerce: Issues of due diligence, risk management and corporate governance 10. Corporate governance issues 11. The Sarbanes-Oxley Act of 2002 12. International dimensions and corporate governance: the Indian perspective 13. International dimensions: Corporate governance in Hong Kong Special Administrative Region and the People’s Republic of China 14. International dimensions: Corporate governance in Australia 15. Corporate governance in Japan


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© 2004
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About the author

Linda S Spedding

Dr Linda Spedding holds an LL.B. (Hons), LL.M., Ph.D. She is a Solicitor (England & Wales), and Advocate (India) and an Attorney (USA). Having worked with international law firms, she set up her own practice and remains a consultant to law firms and institutions. Dr. Spedding has authored many articles for professional journals and several books for a professional and business audience, including “Due Diligence and Corporate Governance”. She has been an international advisor to many commercial and professional bodies both in the private and public sector, including SERM and EFR. She serves on several committees, including the SCI Business Strategy Committee. Dr Spedding is International Sustainability Advisor to the CII and to TERI in India and is as an International Consultant Advisor with the Metropolitan Police Service at New Scotland Yard.