Operational, Legal, Financial, Tax and Regulatory Risk and Due Diligence Plus™
Business Due Diligence and Legal Due Diligence
Our Due Diligence Plus ™ Program assists our clients to identify and manage operational, legal, financial, tax and regulatory risk. We bring financial, operational and professional services expertise to each Due Diligence Project. We provide comprehensive risk management consultation and business auditing services to support M&A screening including investigative and research services, competitive intelligence, competitor metrics and process re-enigineering. We assist our clients to design and implement effective compliance and governance programs and post-closing strategies to control and mitigate risk with both single and multi-country research. Together with our local experts, we support our clients with their business and legal due diligence requirements. We put in place detailed Due Diligence Plans listing and describing all matters to be investigated. We review Policies and Procedures for independent due diligence investigations which become part of the transaction file. We verify all material facts, conduct background checks and co-manage extensive transaction due diligence. This is accomplished by site visits, the review of business plans, budgets and projections and in-depth discussions and Q&A Sessions with issuers, underwriters, agents, consultants, management, Board Members and Supervisory Committees. We review all public disclosure documents and all material contracts and intelligence that we source from proprietary and non-proprietary partners in both local and foreign jurisdictions. We examine our client's financial results and financial drivers compared to its peers. Where our client operates in a highly regulated industry, we access specilaized industry knowledge from third-party experts and manage their activities with approriate checks and balances supported by detailed due diligence documentation for the transaction file.
Our Proprietary Profile Reports address the impact of both upside opportunities and the downside risk for acquisitions, joint ventures, partnerships, licensing, alliance, revenue-share, distribution and other transactions that optimize our client's corporate and capital structure. We assess and benchmark management fees, outperformance fees, search fees, carried interests and contingent payments. Early in the process we identify "red flags" and potential conflicts of interest that may include significant changes in the business or in financial position, accounting issues, reliance on "special" relationships or key executives, related-party and connected issuer matters and outstanding or pending regulatory and disciplinary issues.
We test the validity of key financial and operational assumptions with our in-depth research and analysis including the assessment of value of any contingent transaction terms. We intrerview clients, suppliers, counterparties and analysts and conduct detailed on-site due diligence investigations and comprehensive document reviews.
CORNERSTONE GROUP ™ benchmarks comparables and quantfies the value of projected synergies. We conduct relevant economic and market research. We anticipate the impact of future scenarios and identify operational, legal, financial, tax, regulatory and intellectual property uncertainties. Most importantly, we provide objective, creative and practical solutions to complex transaction issues to fully protect our client’s multiple interests.
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