Table of Contents:
  • Why conduct due diligence?
  • The due diligence defense under the federal securities laws
  • When is due diligence performed?
  • Mechanics of due diligence in securities offerings
  • Legal due diligence
  • Business, financial and accounting due diligence
  • Comfort letters
  • Employee benefits due diligence
  • Corporate governance/Sarbanes-Oxley due diligence
  • Intellectual property diligence
  • Environmental due diligence
  • Special considerations for non-U.S. company due diligence
  • The Foreign Corrupt Practices Act and the due diligence process
  • Due diligence and shelf takedowns
  • Due diligence in private offerings
  • Acquisition financing transactions.