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Due Diligence: Beyond the Financial Statements
Due diligence of an acquisition always begins with the careful examination of the financial statements, but now demands a complete evaluation of internal controls and transaction integrity. Unlike finely polished financial statements, internal controls and transaction integrity are hard to spin; any varnish quickly wears off when scrutinized.
After living through failed acquisitions and now an increased regulatory environment, corporate risk executives are refining their due diligence processes. By measuring transaction integrity and the effectiveness of internal controls, this new due diligence provides a view into the selling company's operational discipline and overall culture for tolerating policy violations.
This new emphasis on due diligence is directly linked to deal-making executives who recognized their past mistakes or to avoid others' mistakes. For example, after HFS Inc. merged with CUC International Inc. in 1998, the newly formed Cendant found accounting irregularities inflated CUC's earnings by $500 million and accounting errors masked another $200 million. When the scandal broke, Cendant lost more than $13 billion in market value and spent $2.83 billion to settle nearly all of the litigation. While Cendant has stabilized, the scandal damaged the reputation of its CEO and its brand-name subsidiaries to the point that its future was questioned; getting the company back on track was a huge business distraction.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?