Index
accountants/accounting, 2nd, 3rd, 4th
FDD reports on, 2nd, 3rd
and legal due diligence
acquisition planning, 2nd
see also integration plans
acquisition agreement see sales and purchase agreement
actuaries
advertising, finding candidates through
advisers
advisory teams
briefing
checklist for appointing
communication on updates
and confidentiality agreements
day-to-day management of
and due diligence, 2nd, 3rd, 4th, 5th
and FDD investigations
fees
final reports
liability caps
preparations for working with
reports of specialist advisers
selecting, 2nd
and stages of the acquisition process
terms of reference for
when to involve
aggression in negotiations
anger in negotiations
Anglo-Saxon countries
letters of intent in
assets
fixed
and target investigations
asset base, 2nd
FDD assessment of, 2nd, 3rd
see also net assets
auctions, finding candidates through
auditors
and FDD investigations, 2nd
balance sheet values
banks
and target investigations
bargaining power
BATNA (best alternative to negotiated agreement), 2nd
bluff in negotiations, 2nd, 3rd
body language
and negotiations, 2nd
bottlenecks in negotiations
breach of confidentiality agreements
budgeting
and integration planning
build-up strategy
business models/cultures
and commercial due diligence
and target evaluation
buyer selection
and target companies, 2nd
cash
and sales and purchase agreements
and target companies
FDD investigations
cash flow
FDD reports on, 2nd
see also discounted cash flow (DCF)
caveat emptor principle, 2nd
CDD see commercial due diligence (CDD)
certificates of title
commercial activities
FDD reports on, 2nd
commercial due diligence (CDD)
aims of
analysis phase, 2nd
and financial due diligence, 2nd, 3rd
and internal/external organisations
market and customer insight, 2nd
meet management phase, 2nd
and problem solving
reporting phase, 2nd
start-up phase
terms of reference
communication
and commercial due diligence
and integration planning, 2nd, 3rd
phases of, 2nd
comparable transactions
as a valuation method, 2nd
competitive strengths and weaknesses
and the search process
competitors
and commercial due diligence, 2nd
and integration planning
confidentiality
and acquisitions agreements
and commercial due diligence, maintaining while gaining customer insight
confidentiality agreements, 2nd, 3rd
breach of
information covered by
persons signing
and target investigations
time limit on
confidentiality clauses
in acquisitions agreements
in letters of intent
confidentiality obligations
of target companies
consensus (buyer-seller)
consolidation strategy
constitutional documents
consultants
acquisition search, 2nd, 3rd
and commercial due diligence
and integration planning
role of business consultants
contingent fee arrangements
contingent liabilities
contracts
and legal due diligence, 2nd
shares and the law of contract
control systems
FDD investigations into
sellers of target companies
cooperative negotiation
core businesses, 2nd
corporate development, 2nd
corporate financiers, 2nd, 3rd
and target investigations
when to involve
corporate investigators
costs
cost reductions
and integration planning
sellers of target companies
synergies
FDD reports on
transaction and reorganisation
critical success factors (CSFs)
and commercial due diligence, 2nd, 3rd
cross-border transactions, 2nd
culture
and commercial due diligence, business models/cultures
cultural differences
and corporate development
in questioning
FDD reports on organisational culture
and integration planning
adjustment to fit the cultural gap, 2nd
barriers to integration
customers
and acquisitions agreements, 2nd
and commercial due diligence
customer insight
data requests
and corporate development
FDD reports on
and integration planning, 2nd, 3rd, 4th
and target investigations
data analysis
and customer assessment, 2nd
data requests
and commercial due diligence
data room visits
and legal due diligence
DCF see discounted cash flow (DCF)
deal breakers
deal management, 2nd
deal points
and sales and purchase agreements
debts
and discounted cash flow valuations
and sales and purchase agreements
and target investigations
FDD investigations of
deception in negotiations
desk research
and commercial due diligence
disclosure letters, 2nd, 3rd, 4th
discounted cash flow (DCF), 2nd, 3rd
adjustments
assumptions of
computer modelling
costs of debt
free cash flow
mathematics
terminal value
distribution channels
distributors
and commercial due diligence
dotcom investors, 2nd
‘drive-by investing’
due diligence
and the acquisition search process
and acquisitions agreements, conditions to closing
advisers, 2nd, 3rd, 4th, 5th
five strands of
and integration planning, 2nd, 3rd
due diligence teams
and valuation
and letters of intent
and misrepresentation claims
specialists, 2nd
and target evaluation
and target investigations, 2nd, 3rd, 4th
business risks
and outside advisers
sensitivity to
teams
types of due diligence
vendor due diligence
see also commercial due diligence (CDD); financial due diligence (FDD); legal due diligence (LDD)
duplication and organisational structure
FDD reports on
earn-outs
and financial due diligence
preliminary agreements on
and sales and purchase agreements
earnings
FDD assessment of, 2nd
as a method of valuation
EBITDA method of valuation, 2nd
emotion in negotiations
employees
and acquisitions agreements
restrictive covenants in
FDD reports on, 2nd
former employees and commercial due diligence, 2nd
and integration planning, 2nd, 3rd, 4th
acquired employees and day one
job losses
and legal due diligence
rates of pay
redundancies, 2nd
staff turnover
and target investigations, 2nd, 3rd
environmental specialists
EPS (earnings per share), 2nd
equity see shares (equity)
escrow accounts
European countries
letters of intent in
exclusivity, preliminary agreements on
existing markets, searching
experts in negotiations
failed acquisitions, 2nd
and integration plans, 2nd
FDD see financial due diligence (FDD)
fees
for advisers
contingent fee arrangements
FDD reports on management fees
introduction fees
provision for in letters of intent
success fees
financial control
and integration planning
financial due diligence (FDD)
and commercial due diligence (CDD), 2nd, 3rd
investigations
checklist for
contents of reports
key issues to cover
sources of information
financial projections
FDD review of, 2nd
finding candidates
acquisition criteria
acquisition databases
advisers for
drawing up a shortlist
making an approach
mapping the market
running an acquisition search
screening potential targets
strategy
fixed assets
focus groups, 2nd
forecasts
and commercial due diligence, 2nd
and financial due diligence, 2nd
sellers of target companies
fragmented markets
consolidating, 2nd
screening potential targets
gearing
good cop/bad cop
gross margins
FDD reports on
growth
and commercial due diligence
comparisons of growth strategies
short-listing targets based on
guarantee of the guarantee
guarantees, release of
heads of terms see letters of intent
history of target companies
FDD reports on, 2nd
IM (information memorandum)
indemnities
in acquisition agreements, 2nd, 3rd
alternatives to
indemnification against liabilities
and legal due diligence
preliminary agreements on
industry capacity
rationalising, 2nd
industry observers
and commercial due diligence, 2nd
information memorandum (IM)
information systems
FDD reports on
information technology
impact of, 2nd
and integration planning
and legal due diligence
insider dealing
integration management, 2nd, 3rd
co-ordination of the project plan
and communication
and the due diligence team
integration teams
reporting systems
role of
skills and attributes of
integration plans
acquisition guidelines
advance development of
advisers for, 2nd
barriers to
adjustment to fit the cultural gap
and customers, 2nd, 3rd, 4th
early planning
reasons for
and investment appraisal
minimising uncertainty
moving quickly once the deal is done
phases of
day one
month one
one hundred days
week one
year one
post-acquisition review
soft issues in
and target investigations
intellectual property
and legal due diligence, 2nd
preliminary agreements on
specialists
internet surveys
and customer assessment, 2nd, 3rd
interviews
and commercial due diligence
customer insight, 2nd, 3rd
market participants, 2nd
and financial due diligence
finding acquisition candidates
selecting advisers
introducers
investigating the target see target investigations
investment levels
FDD reports on
issue analysis
key individuals
and target evaluation
key performance indicators (KPIs)
key purchase criteria (KPC)
and critical success factors, 2nd
and customer segmentation
key talent
and integration planning
language
and negotiation
last resort, acquisition as
lawyers, 2nd, 3rd, 4th, 5th
LDD see legal due diligence (LDD)
leadership
and integration management
legal constraints
and integration planning
legal due diligence (LDD)
checklist for
defining
and organisational structure
process of
reasons for
legal framework
legal loose ends
and target investigations, 2nd
letters
approaching acquisition candidates
disclosure letters, 2nd, 3rd, 4th
engaging advisers
‘hold harmless’
letters of intent
advantages of
binding provisions, 2nd, 3rd
defensive clauses in
disadvantages of
enforceability of
give-and-take issues in
‘no-solicitation’ provisions
provision for expenses
topics covered by
liabilities
contingent
FDD assessment of, 2nd, 3rd
pension funds
indemnification against
liability caps
and sales and purchase agreements
lies and negotiations
line managers
and targets
and warranties
litigation
FDD reports on potential
loose ends
and target investigations, 2nd
management
and commercial due diligence
data requests
meet management phase, 2nd
FDD investigation of, 2nd, 3rd
changes in
reports on management fees
and integration planning, 2nd, 3rd
line managers, 2nd
management teams and advisers
and target investigations, 2nd
see also integration management
marketing
and integration planning
markets
and acquisitions target evaluation
and commercial due diligence
data requests on
market analysis
market and customer insight phase, 2nd
and financial due diligence
market capitalisation and P/E ratio
market drivers and commercial due diligence
market mapping
market segmentation, 2nd, 3rd
short-listing targets by market position
misrepresentation
and sales and purchase agreements
‘missing link’ strategy
misunderstandings, feigned
named individuals
and confidentiality agreements
negotiations
advisers, 2nd
aspirations, 2nd
basics of
and body language, 2nd
and deal management
dealing with pressure devices
dealing with tactical ploys
green light in
keeping control in
last-minute changes in
and power, 2nd
preparing for
BATNA, 2nd
checklist
interests, 2nd
procedure
questions and answers
recognising and returning signals
rules of arguing
and sales and purchase agreements
silence in
skills, 2nd
splitting the difference
starting discussions
threats in
trading concessions, 2nd
uncorking bottlenecks
using intuition and logic in
win-lose tactics in
win-win, 2nd, 3rd
see also preliminary negotiations
net assets
backing, 2nd
FDD reports on
new entrants
and commercial due diligence, 2nd
new industry creation, 2nd
new markets/products, 2nd
new product development
niche businesses
commercial due diligence on, 2nd
non-disclosure obligations
and confidentiality agreements
Office of Fair Trading
operating leases
operational barriers to integration, 2nd
operational fit
and acquisition candidates, 2nd
operational management
opportunistic acquisitions
option limitations in negotiations
organisation structure
FDD reports on, 2nd
organisational culture see culture
ownership
and legal due diligence
P/E (price/earnings) ratio, 2nd
parallel negotiations
pension funds
and discounted cash flow valuations
FDD reports on
and legal due diligence
transfer of
physical separation
and integration planning
post-acquisition review
power
and negotiations, 2nd
preliminary negotiations
advisers for, 2nd
confidentiality agreements, 2nd, 3rd
cross-border issues
letters of intent
pressure devices in negotiations
prices
preliminary agreements on, 2nd
right price and deal management
private equity transactions, 2nd, 3rd
profit ratios
and valuation, 2nd
properties
and legal due diligence
public relations constraints
and integration planning
public vs private P/E ratios
purchase agreements
advisers for
quality control
FDD reports on
questionnaires
and legal due diligence
redundancies
FDD reports on
regulators
and commercial due diligence, 2nd
representations
and sales and purchase agreements
research consultants
research and development (R&D)
return on investment (ROI), 2nd
risk
business risks, and sellers of target companies, 2nd
and commercial due diligence, 2nd
and escrow solutions
ROI (return on investment), 2nd
roll-out strategy
sales
FDD reports on
growth synergies
and integration planning
sales and purchase agreements
boilerplate section
commencement
conditions to closing
cross-border issues
deal points
definitions section
entire agreement clauses
indemnification
recitals
restrictive covenants
retentions in
shares and the law of contract
see also indemnities; warranties
secret research and development (R&D)
sector-specific valuation benchmarks, 2nd
shareholders
and acquisition targets, 2nd
FDD reports on changes in
and legal due diligence
shares (equity)
and discounted cash flow valuations
and sales and purchase agreements, 2nd
share prices and P/E ratios
shopping lists
and FDD investigations
site visits
and legal due diligence
skills sets
as barriers to integration
small transactions
specifiers
and commercial due diligence, 2nd
staff see employees
stakeholders
and integration planning, 2nd, 3rd
stalemates, fake
‘stand-alone’ transactions
standstill agreements, 2nd
strategic fit
and acquisition targets
strategic growth routes
strategic planning, 2nd
strategic reasons for acquisition
strategy
and the acquisition search process
success
fees
planning for
suppliers
and commercial due diligence
FDD reports on
and integration planning, 2nd, 3rd
surveyors
sustainable earnings, estimating
sweetheart deals, 2nd
symbolism
and integration planning
synergies
and acquisition candidates
acquisition synergies and financial due diligence
and acquisition target evaluation
calculating
and integration planning, 2nd
valuation and synergy benefits
target evaluation, 2nd
target investigations
and the acquisition process
advisers for, 2nd
and due diligence, 2nd, 3rd, 4th, 5th
commercial
financial, 2nd
sensitivity to
teams
preparations of the target company
asset base, 2nd
business risks, 2nd
buyer selection, 2nd
control systems, 2nd
forecasts, 2nd
loose ends, 2nd
management and staff, 2nd
trading record, 2nd
preparing for obstacles
and project management
see also commercial due diligence (CDD); financial due diligence (FDD); legal due diligence (LDD)
taxation
and discounted cash flow valuations
and indemnities
and legal due diligence
and target investigations, 2nd
FDD reports on, 2nd
teams
advisory teams
integration teams
and bid teams
target investigations and due diligence
technology
and integration planning
see also information technology
telephone calls/interviews, 2nd
termination notices
trade journalist/associations
and commercial due diligence
trade unions, 2nd
trading concessions, 2nd
trading record, 2nd
FDD reports on
transfer pricing
FDD reports on
transformative deals
triangulation on value
trump cards in negotiations
ultimatums
uncertainty
and commercial due diligence
and integration planning, 2nd
uplift
and commercial due diligence
valuation
advisers for
calculating synergies
the ‘going rate’, 2nd
integration and due diligence
and integration planning
intrinsic value, 2nd
and legal due diligence
and modelling
myths of
summary of the valuation process
techniques
choosing the valuation method
comparable transactions, 2nd
discounted cash flow (DCF), 2nd, 3rd, 4th
impact on earnings per share, 2nd
net asset backing, 2nd
P/E (price/earnings) ratio, 2nd
return on investment (ROI), 2nd
sector-specific valuation benchmarks, 2nd
for special cases
transaction and reorganisation costs
vendor due diligence
WACC (weighted cost of capital), 2nd
warranties
in acquisitions agreements, 2nd, 3rd
conditions of closing
establishing breach and making a claim
post-deal
restrictions on making claims
and the seller’s financial position
size of damages
defining
and legal due diligence
preliminary agreements on
see also indemnities
win-lose tactics
win-win negotiations, 2nd, 3rd
written questionnaires
and legal due diligence