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...
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
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
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
International Corruptions Perceptions Index with scores of
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...
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,...
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
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.
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...
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
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...
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...
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 ...
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...
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...
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...
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...
Daryl Dawkins died yesterday. To anyone who followed the National Basketball League (NBA); Dawkins will always be remembered with the brilliant Stevie Wonder-derived moniker – Chocolate Thunder . I will also remember him for three things. First he was one of the very rare high school stars who...