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Due Diligence Best Practices

Conference held in Toronto on May 2, 3 & 4, 2000
Chairs: Stephen G. Millington, AT&T Canada; James S. Hilton, Blake, Cassels & Graydon LLP; Chris Mathers, KPMG Corporate Intelligence Inc.; and Kurt Frers, PricewaterhouseCoopers LLP

Book: over 695 pages of original material
CD-ROM: over 11 hours of video presentations, plus book content

To purchase, please contact Federated Press.

Getting started

Taking an integrated approach to due diligence
Robert T. Hollingshead, PricewaterhouseCoopers LLP

  • Why the integrated approach really helps
  • The traditional view of due diligence
  • Maximizing the return on your deal
  • A look at the no-access and sell-side concepts

Video: 36 minutes • Speaker’s paper: 6491 words

Case study: The merger of MetroNet and AT&T
Stephen G. Millington, Vice-President, Mergers and Acquisitions, AT&T Canada

  • Front and back-end approaches: the two-stage transaction process
  • Key elements of a typical M&A transaction
  • Inbound and outbound due diligence revisited
  • The importance of reports
  • A comparative look at a dual company approach

Video: 33 minutes • Overheads

Financial due diligence: peeling back the onion
Harry Atterton, Deloitte & Touche

  • Domestic and cross-border transaction complications
  • Don’t confuse due diligence with an audit
  • Understanding the transaction adds value
  • A look at deal structures and developing a pricing strategy

Video: 36 minutes • Overheads

Human and organizational assets due diligence
Lorne Hartman, Senior Vice-President, Right Management Consultants

  • Be choosy when picking your merger partners
  • Why speed is of the essence
  • Combining best practices in both organizations
  • Making integration happen: the long-term view

Video: 39 minutes • Speaker’s paper: 2552 words

Zeroing in on specific types

IT due diligence: what business needs to know
Jacques Ouimet, Executive Vice-President, and Robert P. Ellis, Senior Counsel, EDS Canada Inc.

  • Market assessment as a means to determine good "fit"
  • The importance of customer categorization
  • Analysing the cost-effectiveness of IT centres
  • Working your way through contractual legalities

Video: 39 minutes • Speakers’ paper: 4313 words

Due diligence: a forensic accountant’s approach
Nancy Howe, Kroll Lindquist Avey

  • Three case studies in fraud and misrepresentation
  • Developing an investigative approach to due diligence
  • Recognizing red flags and signs of a scam
  • Distinguishing audits from investigations

Video: 35 minutes • Speaker’s paper: 5932 words

Pension & benefits due diligence
B. Bethune A. Whiston, Morneau Sobeco

  • Designating pension and benefits reviewers
  • Regulatory requirements and legislative restrictions
  • How much due diligence is really enough
  • The effect of due diligence on negotiations
  • Checklists for all occasions

Video: 44 minutes • Speaker’s paper: 13,825 words

Marketing and sales due diligence – the Constellation way
Bernard Anzarouth, Vice-President, Business Development, Constellation Software Inc.

  • A dictionary of sales and marketing terminology
  • Sales channels, lead generations, competition and trends
  • Analysing key marketing statistical data
  • The importance of revenue recognition in due diligence

Video: 39 minutes • Overheads

Due diligence and intellectual property
Martin R. Langlois, Stikeman, Elliott

  • Don’t just know the product – understand the business!
  • Intellectual property power and legal limitations
  • The ins and outs of conducting basic searches
  • Understanding licensing out, "copy left" and other contractual issues
  • Why your employees really are indispensable

Video: 29 minutes

Roles and liabilities

Due diligence in private company mergers and acquisitions
Ray Wheeler and Brian Keough, Grant Thornton LLP

  • Managing clients’ expectations and analysing deals
  • Adding value through the due diligence process
  • Why early involvement is so crucial
  • From accounting to systems: identifying issues in private companies
  • Special tax matters and considerations

Video: 32 minutes • Speakers’ paper: 5015 words

Liability of lawyers, auditors, underwriters and professionals in conducting due diligence
Robert N. Black, Borden Ladner Gervais LLP

  • Recent legal developments in financing transaction liabilities
  • Prospectus misrepresentation and section 130 of the Ontario Securities Act
  • The importance of relationships of proximity
  • Class action suits: a look at the Bre-X fraud case

Video: 36 minutes • Speaker’s paper: 8896 words

Conducting due diligence on distressed companies
Howard A. Cappell, Horwath Orenstein LLP; and Harvey Chaiton, Chaiton & Chaiton

  • Due diligence approaches in ordinary vs. distress situations
  • Authority in sales and receiverships
  • A closer examination of terms of sale
  • Uncovering hidden liabilities before the deal is done

Video: 42 minutes • Speakers’ paper: 11,110 words

Dealing with diverse real estate due diligence scenarios
John F. Fox and David N. Ross, McMillan Binch

  • Buyers beware: the force of caveat emptor rule
  • Legal exceptions that change the rules of the game
  • How to draft a proper agreement of purchase and sale
  • Conducting thorough searches, inspections and contract reviews
  • Preparing your property for market

Video: 31 minutes • Speakers’ paper: 12,371 words

International due diligence
Chris Mathers, President, KPMG Corporate Intelligence Inc.

  • How traditional due diligence has evolved
  • Overcoming cultural misunderstandings and confusing customs
  • Beware of "honey traps" and other typical tricks
  • Investigating the company and dealing with social audits

Video: 41 minutes

Deals and transactions

Panel: Assessing the findings to make the offer or to kill the deal
Lorne Kirsch, BDO Hayes Smith (Panel Chair); Robert P. Kanee, Cole & Partners; and Shelley Isenberg, Geac Computer Corporation Limited

  • Sorting out the types of appropriate due diligence
  • Incorporating other professional findings into the review
  • The benefits of adopting a "wait and see" attitude
  • Two sides to the equation: representations and warranties

Video: 35 minutes • Speakers’ paper: 1592 words

Internal audit involvement in due diligence
Mark Rodrigues, Vice-President, Internal Audit Services, George Weston Limited/Loblaw Companies Limited

  • How internal audits create shareholder value
  • The changing role of auditors as business partners
  • Consolidation drivers in the food industry
  • Avoiding internal and external "fatal flaws"

Video: 27 minutes • Overheads

Due diligence in joint venture transactions
André Perey, Blake, Cassels & Graydon LLP; and Thomas C. Mellish, President & CEO, EDULINX Canada Corporation

  • Five steps to planning a successful joint venture
  • Conducting due diligence on relevant players and potential partners
  • The three phases of negotiation schedules
  • Common disagreements and how to avoid them
  • A look at key documentation

Video: 34 minutes • Speakers’ paper: 9521 words

Private placements
Mark A. Convery, Meighen Demers

  • The attractiveness of private placements
  • Implications of the lack of a due diligence defence
  • Prevention of liability and defences to claims
  • The conduct of due diligence for private placements

Video: 19 minutes • Speaker’s paper: 10,557 words

PANEL: Scrutinizing high-tech deals
David Latner, XDL Intervest Capital Corporation (Panel Chair); Steven A. Gedeon, President, IntellAction Inc.; Albert Behr, Vice-President, Marketing, Platform Computing Corporation; and George S. Takach, McCarthy Tétrault

  • Marketing tips, tricks and traps to avoid
  • Distinguishing technical excellence from market and operational excellence
  • Dealing with people, technology and market risks
  • Due diligence in everything from patents to websites

Video: 38 minutes • Speaker’s paper: 3474 words • Overheads

 

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