Legal Due Diligence in M&A

Course Overview:

This course covers the practices and procedures involved in legal due diligence in corporate finance transactions. This includes issues relevant to M&A transactions, both public and private, and flotations.

The areas of legal risk which may arise, and the documents which should be reviewed, will be considered in detail.

Participants will identify the key issues to be considered in reviewing legal due diligence information and will review the drafting of legal due diligence reports.

The course will enable participants to:

• Understand the purpose and limitations of legal due diligence in public and private transactions.
• Identify the key issues which may arise.
• Conduct a legal due diligence exercise in an organised and efficient manner.
• Understand the different perspectives of the parties to the transaction in relation to legal due diligence.
• Understand how legal due diligence differs on public and private transactions.
• Draft a legal due diligence report.

Course Content:

Why do legal due diligence?

• The purpose(s) of legal due diligence.
• The different perspectives of the parties to the transaction in relation to legal due diligence.
• The legal background: liability and risk.
• For whose benefit is the legal due diligence report and who is entitled to rely on it?
• How legal due diligence relates to the contractual documentation for the transaction.
• The scope of legal due diligence.
• Comparison of how the legal due diligence process differs in different transactions: public and private transactions, share and asset acquisitions, flotations and other capital raisings.

Preparing for legal due diligence

• Confidentiality and other restrictions.
• The potential liabilities arising from disclosure (or non-disclosure) of information.
• Compiling the documents and particular issues in relation to data rooms.
• The questions which should be asked and the areas which should be reviewed.
• Due diligence checklists.
• Particular issues in reviewing documents in data rooms.

The process

• Co-ordinating the legal due diligence process.
• Organising the documents and the results of the review.
• Making sure all areas are covered and relevant issues identified.
• Some common areas of difficulty

Reviewing the information

• Areas to be reviewed in legal due diligence.
• Identifying key issues.
• Relevance to the client and the transaction.
• Obtaining reports from other advisers/specialists.

The legal due diligence report

• Communicating the results of legal due diligence in a timely and efficient manner.
• Drafting the legal due diligence report.
• Agreeing the scope of the legal due diligence report.
• Limitations and exclusions of liability for the legal due diligence report.