June 29, 2010
The Role of Diligence
This is another post aimed at summer associates and junior lawyers. That research memo on blue sky laws in Guam can be safely put aside - you've got your first real M&A assignment. A senior associate has asked you to help her with "due diligence" on an acquisition target. If you are like me at that stage, you quickly realize that you have precious little understanding of what's expected of you in a diligence exercise. Instruction given junior lawyers with respect to diligence exercises is typically minimal and very narrowly focused. Jeff Weiner has recently posted his Conceptual Framework for Due Diligence in M&A that's worth downloading and reading. It's a good 20,000 foot overview of the importance and the role of the diligence exercise. OK, but you're saying, will it help me build a capitalization table or figure out if the target's board book is in shape? Probably not, but it does place the exercise in context and makes it clear that it's not just a make work assignment. For a more granular "how to" on diligence Jeff recommends Crilly's Due Diligence Handbook. However, given the price tag for the handbook, you won't want to buy one for yourself.
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Great post! I read the piece by Weiner suggested, and wanted to read up on the Regents of the University of California v. Parsons case referenced. Does anyone know where it can be found? I tried to search for it but Google was stumped. Weiner said that the rights to it are owned and protected, but if it's available for a small price, I'd be interested.
Posted by: Jason DaCruz | Jul 1, 2010 6:12:36 PM