Speed Reading: Top 10 Considerations When Doing M&A Due Diligence

Excerpt: Planning a significant due diligence process can be daunting, even for experienced deal makers. Some foresight and a little preparation can make the process go smoothly. Spending a few hours at the outset thinking through the process carefully can also save a client a tremendous amount of...

Some Red Flags

Most compliance practitioners have heard the term " Red Flags ." Red Flags are generally defined as circumstances which could place a reasonable person on notice that illegal or improper conduct has or may occur. A Red Flags does not mean that an action or transaction should immediately...

Conducting Pre-Acquisition FCPA Due Diligence

There are several recent examples where companies, bought both businesses and there pre-existing violations of the Foreign Corrupt Practices Act (FCPA), in large part because the acquiring companies failed to perform sufficient FCPA due diligence it the overall pre-acquisition due diligence. These...

We’re No. 1: What Level of Due Diligence Should You Perform?

New Zealand is generally recognized as having some of the lowest instances of corruption across the globe, at least that is the perception. Over the past 3 years it has either been Number 1 or led outright the Transparency International Corruptions Perceptions Index with scores of 2010-9.3...

Due Diligence, Due Diligence and More Due Diligence

In an article published in the August 30, 2011 Wall Street Journal , entitled " Iran's Hong Kong Shipping Shell Game ", Claudia Rosett reported on efforts by Iran to reflag ships to companies with Hong Kong registries. While the focus of the article seemed to point to the Office of Foreign...

Transparency International Guidance on Anti-Corruption and Anti-Bribery Due Diligence for M&A Transactions – Part I

Transparency International (TI) recently released, in draft form for consultation, a White Paper entitled " Anti-Bribery Guidance for Transactions ." Although this version was preliminary draft, available for a commentary period and the final version is to be released later in October,...

Evaluating Integration of the Compliance Function in Pre-Acquisition Due Diligence

In an article in the most recent issue of the Houston Business Journal, entitled " Putting a partner through too many changes increases risk ", columnist Connie Barnaba discusses one of the risks often overlooked in a mergers and acquisitions (M&A) transactions. It is the risk inherent...

M&A Due Diligence: Overview and Objectives (Part 1)

Our colleague Mimi Hunter recently summarized the basic aspects of due diligence in the context of a venture capital investment ( What is due diligence? ). In this series of posts, I will highlight considerations for due diligence in the context of a merger and acquisition (M&A) transaction. M&A...

How Charles Ponzi Can Inform Your Compliance Program

Yesterday, I used some of the wisdom from current CIA Director General David Petraeus to suggest how senior management might move forward with a compliance program. Today I will use a very different individual to help inform your third party due diligence, Charles Ponzi. My colleague Tracy Coenen...

OCEG on Third Party Anti-Corruption Due Diligence

My grandfather was a comic book collector. He collected all kinds and types of comics, from super-heroes to the Archie series. One of the series that he collected that I still think about from time-to-time was Classics Illustrated. Classics Illustrated was a comic book series featuring adaptations...

Running the Big Con in DC: Lessons for the FCPA Compliance Practitioner

Most people have seen the movie " The Sting ", starring Robert Redford and Paul Newman, which tells the story of an older con man, Newman, who shows a younger man, Redford, how to run 'the big con' on a gangster played by Robert Shaw. It was fiction. However, on the front page of the...

Chadbourne’s Quarterly FCPA Report – The importance of pre-acquisition due diligence

There are several law firms which put out annual, semi-annual and quarterly reports on the Foreign Corrupt Practices Act (FCPA). One recent report is the Compliance Quarterly, Spring 2012 Report by Chadbourne & Parke LLP. Rather than compiling a list of cases with highlights and lessons learned for...

Send Lawyers, Guns and Money - Some Steps Law Firms Should Consider

One of my favorite lawyer songs is the Warren Zevon classic " Lawyers, Guns and Money ". I was reminded of that song when I sat on a panel on Wednesday with Dan Chapman and Mike Volkov, where we discussed recent enforcement actions and due diligence under the Foreign Corrupt Practices Act ...

What Is Due Diligence?

What is due diligence? When did due diligence begin? What does it really mean to perform due diligence? Further, how do you tie the information that you obtain in the due diligence process into your ongoing compliance program? I thought about those questions in the context of two very different types...

Due Diligence: Past, Present and Future

Released 40 years ago this month, the Al Stewart album Past Present and Future was a departure from his earlier folk based work. In this album, Stewart focused on historical themes. I was particularly drawn to two long songs, “Roads To Moscow” which is Stewart’s tribute to the Russian...

Life Cycle of Third Party Management – Step 3: Due Diligence

Most companies fully understand the need to comply with the Foreign Corrupt Practices Act (FCPA) Act regarding third parties as they represent the greatest risks for an FCPA violation. However most companies are not created out of new cloth but are ongoing enterprises with a fully up and running business...

What to Consider Before Buying a Business

by Donna Ray Berkelhammer Buying an existing business can be exhilarating and frightening all at once. It is important to find out as much about the business, its operations and finances as possible before purchase. Typical asset purchase agreements give a set period of time for investigation (often...

Working With Third Parties in the Due Diligence Process

On this day we celebrate the 1607 founding of the English colony at Jamestown. While credited with being the first English colony in what became America, it’s probably more accurate to refer to it as the first permanent English colony that survived for any length of time. The largely male colonists...

Citibank: Multiple Failure of Compliance as the Hammer Drops

What is the cost of the failure to perform appropriate due diligence on a regular basis? What red flags should you look for when considering doing business with a customer, party in the sales channel or entity in the supply chain? All of these questions and more continue to swirl around Citigroup and...