Due Diligence

News & Analysis as of

SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak...

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted...more

Blog: CFSI posts “Five Practical Steps to Support SEC Conflict Minerals Disclosure”

The Conflict-Free Sourcing Initiative has posted an updated 2015 version of its practical guidance white paper on conflict minerals specifically for downstream companies, called “Five Practical Steps to Support SEC Conflict...more

Technology is Transforming Third Party Risk Management: Predicting the Future

The definition of “effectiveness” for a third party risk management program is quickly changing — how is your organization keeping up? I usually avoid predicting the future because you are bound to get something wrong. ...more

Don’t Skip the Credits: The Oft-Overlooked Importance of Air Emission Credits in Mergers and Acquisitions

There is no shortage of environmental matters to navigate when buying a company or facility. Environmental counsel must first lead a diligence effort that delineates the target’s environmental footprint and then suss out the...more

The Basics of Commercial Real Estate Transactions: Due Diligence

The most enduring maxim of any transaction is “caveat emptor,” therefore a key element of any commercial real estate transaction is due diligence on the part of the purchaser. A thorough investigation into the fundamentals of...more

Diligence and Defensible Deletion Prevent Sanctions (Virgin Islands)

United Corporation v. Tutu Park Ltd., Inc., 2015 WL 457853 (V.I. Super. Jan. 28, 2015). In this breach of contract case, the plaintiff asked the court to impose sanctions on Kmart, a non-party to the suit, and to hold...more

Expert Testimony May Be Required To Establish CERCLA Innocent Landowner Defense

On January 20, 2015, the United States District Court for the Eastern District of California in Coppola v. Smith, 2015 U.S. Dist. LEXIS 5127, addressed the application of CERCLA’s innocent landowner defense against a somewhat...more

Extensive Knowledge of Target’s Operations Always Essential in Energy Sector Investment

What steps should investors seeking opportunities in the energy sector take to conduct due diligence? RK: It’s imperative that anyone looking to make a significant investment in today’s energy sector has a painstaking...more

SEC FCPA Enforcement Action against Goodyear and Investigation of Mondelez International Provide Valuable Lessons for U.S....

Action Item: The Securities and Exchange Commission’s enforcement action against Goodyear Tire & Rubber Company and its investigation of Mondelez International provide key lessons to U.S. companies seeking to acquire foreign...more

Make Sure You Check a Plan Provider’s Credentials

We’ve all made that mistake. We should know better, but when it comes to hiring people, we take their word for it instead of doing 5minutes of detective work....more

Vendor Due Diligence Reports: Reducing Transaction Costs Through Seller-Controlled Diligence

Due diligence for a prospective merger or acquisition typically involves the buyer’s review of documents provided by the seller and interviews with the target company’s management. ...more

Reminders from the Goodyear FCPA Settlement

FCPA settlements carry with them a basket of compliance and enforcement lessons. The recent Goodyear settlement with the SEC for $16 million carries some important compliance and strategic reminders for ethics and compliance...more

The 7 Key Questions When Thinking About an Accounting Firm Merger

Is it time to merge you firm? How do you know? And if it is, how can you be sure you're doing it right and not making mistakes that could doom the new entity? Mergers are complex, but if you consider these seven questions,...more

Managing Risks in Vendor Relationships

For years, banks have relied on third party vendors to provide specialized products or services, or have used outsourcing as a way to reduce internal operating costs. In the wake of the financial crisis, however, regulators...more

Blog: 10 Considerations to Protect Confidential Information When Selling Your Company

It’s inevitable that you will have to share some confidential information with potential buyers during the course of a sale process. Anyone thinking about buying your business will want to do at least some level of diligence...more

Opportunities in Distressed Markets: Insights into the Acquisition and Divestiture Process

Uncertainty - The projections as to the near- and medium-term future of oil and gas prices are mixed – to say the least. Irrespective of the direction prices ultimately go, industry is faced with significant...more

FinCEN Imposes Significant Fines In a Warning to Adhere to Due Diligence Requirements

In its recent decision to impose $20 million in sanctions upon Oppenheimer and Co. for the company’s failure to maintain internal controls to promote enforcement of the Bank Secrecy Act (BSA), FinCEN revealed the emphasis it...more

Restructurings and Distressed Investing — Planning the Perfect Exit

Investors must address several key issues at the outset of a restructuring to smooth the path to a successful realisation of their investment. The classic image of a restructuring situation is of the critically ill...more

Do Your Due Diligence – Security Concerns May Lurk in Unexpected Places

In 2014, Lenovo began selling its laptops bundled with a piece of software known as SuperFish, which enabled Lenovo to display more targeted advertising content to its users to “enhance [the] user experience” of its...more

Goodyear Settles SEC FCPA Charges

Goodyear Tire and Rubber Company settled FCPA books and records and internal control charges with the SEC. The settlement reflects the extensive cooperation and remedial efforts of the company. In the Matter of Goodyear Tire...more

Final Anti-Trafficking Rule to Impose New – and Uncertain – Obligations on Contractors

In late January, the FAR Council issued its long-awaited final rule amending the FAR to strengthen the U.S. Government’s policy against human trafficking. As discussed below, the amendments may have far-reaching compliance...more

Goodyear’s Settlement with the SEC Emphasizes the Importance of FCPA Due Diligence in M&A Transactions and of Having a Robust...

On February 24, 2015, Goodyear Tire & Rubber Co. agreed to pay more than $16 million to settle charges that two of its subsidiaries allegedly paid $3.2 million in bribes that generated $14,122,535 in illicit profits. The SEC...more

Do We Have the Right to Sell Our Products/Services?!

Intellectual property (IP) due diligence is an assessment of the IP owned or used by a company and third-party IP rights that may impact the company’s business. More often than not, companies do not think about IP due...more

Manufacturing Matters – Winter 2015

In This Issue: - Pre-action costs protection in environmental claims - Shared Parental Rights – what you need to know - Due diligence on your partner in China – are you talking to the right person? - An Interview...more

What Every Prospective Nonprofit Board Member Needs to Know

You have been asked to serve on the board of a nonprofit organization. Should you accept? Prospective board members should carefully consider an invitation to join a board. Before accepting, a potential board member should...more

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