This book brings together practical information on legislation, primary sources, codes and best practice guidance in one volume. A practical handbook for business directors who wish to minimise financial, legal and reputational risks. It combines all matters concerning corporate governance with due diligence issues and in doing so provides you with the information and tools you need to help you protect your business when under taking due diligence, particularly when making international acquisitions. The book provides clear guidance and case studies to help all involved understand the complexity of issues and to demonstrate the detailed work that is necessary both to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems, for example through damage to corporate reputation that more that offsets the targeted benefits. As high profile business failures tarnish the reputation of international business it is essential that business responds by having the policies and practices in place in day-to-day operations and in particular, as this book demonstrates, when a major business development such as an acquisition is being implemented. Following the initial era of codes in the UK and regulation in the USA and major debates as regards the best approach to corporate governance in the common law countries, controversy has developed over which approach is really more appropriate for business planning purposes and risk management. Given the trend for many UK companies listed on the US market to de-list in favour of the more British approach to corporate governance and in light of more European corporate scandals this book provides a comparative analysis of the European frameworks for governance. The EU approach and the individual jurisdictions of Germany, Italy, the Netherlands and France, in terms of their practical succes

Key Features

* 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.

Table of Contents

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


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© 2009
CIMA Publishing
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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.

Affiliations and Expertise

Independent Consultant in Business Risk Management and Due Diligence, and Qualified Lawyer in the UK, EU, India and the USA. Independent Consultant in Business Risk Management and Due Diligence, and Qualified Lawyer in the UK, EU, India and the USA