M&A Due Diligence Workshop
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Due Diligence
Getting to Know You: Due Diligence Cannabis Law Institute Lauren Rudick (Moderator) (Hiller, PC) Sept. 7-8, 2018 Matt Lapple (Lapple Ubell) Avis Bulbulyan (Siva) Andrea Hill (Skylaw) Daniel Straga (Venable) DUE DILIGENCE -- OVERVIEW • Due Diligence is the investigation of a person or business • Frequently used in M&A transactions, the process is used to gather information about the business that is for sale or raising capital • Information enables the buyer to: (i) negotiate price and other contractual provisions; or (ii) decide whether to abandon the transaction According to Black’s Law Dictionary, Due Diligence is: Such a measure of prudence, activity, or assiduity, as is properly to be expected from, and ordinarily exercised by, a reasonable and prudent man under the particular circumstances; not measured by any absolute standard, but depending on the relative facts of the special case. DUE DILIGENCE -- GOALS 1. Confirm title to assets and stock that are for sale 2. Investigate risks and liabilities 3. Confirm value of the target 4. Identify steps necessary to integrate the target business 5. Learn about the operations of the target business 6. Identify potential impediments to the transaction (i.e., corporate formalities) 7. Determine ancillary documents (e.g., disclosure schedules) DUE DILIGENCE – PRELIMINARY CONSIDERATIONS 1. Establish Budget 2. Assemble the Team: legal, accounting, business, and tax specialists 3. Determine Scope of Review - asset sale vs. stock sale - public vs. private - global considerations - need for confidentiality - time constraints - deal breakers - engage outside consultants - type of industry -Is the target in compliance with applicable regulations? THE INVESTIGATORY PROCESS -- CHECKLISTS Categories of Diligence (cannabis-specific): 1. -
“Municipal Purposes”: the Return of Vires Litigation
KEY POINTS Feature Thevires of a local authority in connection with commercial transactions remains a potential pitfall for commercial lenders. When entering into transactions with local authorities, commercial lenders will be well- LITIGATION advised to ensure that their due diligence includes consideration of the powers pursuant to which the local authority is purporting to act. Parties cannot rely on courts adopting a broad, purposive approach to construction of VIRES legislation granting local authorities the power to act. Ambiguity in such legislation may not be resolved in favour of an intra vires construction. Author Joseph Sullivan “Municipal purposes”: the return of vires litigation In this article, Joseph Sullivan considers a recent Privy Council decision which PRIVY COUNCIL serves as an important reminder of the need for pre-contractual checks as to local authorities’ vires before seeking financial assistance from them. Argument In the appeal before the Privy Council, MIF “MUNICIPAL PURPOSES”: THE RETURN OF OF RETURN THE PURPOSES”: “MUNICIPAL argued that the phrase “municipal purposes, INTRODUCTION on the guarantee. The Corporation refused being purposes of an extraordinary nature” In Mexico Infrastructure Finance payment, arguing that the guarantee was ultra must be given a broad construction. n LLC v The Corporation of Hamilton, vires and unenforceable. This defence was It submitted that: the Privy Council held, 3-2, that the grant allowed at first instance and in the Court of The phrase clearly envisaged activities by the Corporation of Hamilton of a Appeal for Bermuda. out of the ordinary run, since it referred guarantee to support borrowing by a private to purposes of an “extraordinary nature”, developer was ultra vires and, accordingly, THE POWER and it expressly required ministerial unenforceable. -
Data Integrity in Financial Modeling
Data Integrity in Financial Modeling By Eric Kolchinsky, NAIC Director, Structured Securities fundamental assumptions of statistics and how they can Group limit the usefulness of financial models. Next, we review the differences between the mortgage loan information used to Introduction analyze pre-crisis RMBS and the loans’ true characteristics. With the benefit of hindsight, we can see 2009 was the be- Lastly, we discuss how the SSG and the Valuation of Securi- ginning of a slow recovery from the nadir of the recent global ties (E) Task Force are working to ensure the appropriate financial crisis. However, as the mortgage-induced crisis con- use of financial models for structured securities purchased tinued, the NAIC took a brave and a radical step—no longer by insurance companies. were ratings to be used to set the capital for residential mort- gage-backed securities (RMBS). RMBS, along with collateral- “Garbage in, Garbage out” ized debt obligations (CDOs), were at the epicenter of the crisis and had leveled financial giants such as Bear Stearns, “Pray, Mr. Babbage, if you put into the machine wrong Lehman Brothers, Fannie Mae, Freddie Mac and AIG. figures, will the right answers come out?” —Question posed to Charles Babbage, the creator of The NAIC decided to directly engage analytical vendors who the first mechanical computer. would work under the direct supervision of the Securities Valuation Office (SVO). PIMCO was chosen as the vendor for It is a common failure of human nature to find purpose in RMBS and, the following year, BlackRock Solutions was cho- complexity, and financial models are not immune. -
Sr. Financial Analyst/Underwriter Portfolio Management & Project
Job Opening November 10, 2014 JOB TITLE: Sr. Financial Analyst/Underwriter LOCATION: NYC DEPARTMENT: Portfolio Management & Project Finance BASIC FUNCTION: Conduct financial and credit analysis of commercial/real estate developments and operating companies to determine amount of State support required and to structure loans, grants, disposition of State assets and other subsidies accordingly. WORK PERFORMED: Review and analyze financial statements to determine the creditworthiness of all commercial loan originations. Obtain financial projections and create cash flow models for operating companies and real estate developments. Perform site visits and conduct interviews with counter parties. Perform risk assessment of credit and collateral ensuring loan stability and sound credit quality. Draft loan reports and present to the board for approval. Research, develop and implement programs that promote economic development. Create financial products which help fill funding gaps and the market. Develop revenue generating ideas such as loans, credit enhancements, etc. Provide high-level financial analysis assistance to various other departments, including real estate, venture capital and loans & grants, in addition to other governmental agencies. Critically analyze large-scale development projects throughout New York State and help structure potential loans, grants and other state subsides. Perform sensitivity analyses and initiate financial feasibility studies on complex business development proposals. Conduct site visits to borrowers and grantees for continued engagement and research. Cultivate relations with small/mid-size, regional banks, CDFIs, local development agencies and industry organizations and form partnerships to help businesses in New York State to grow and prosper. Attend various conferences and seminars to establish new contacts and discover new opportunities. EDUCATION & REQUIREMENTS: Education Level required: MBA in Finance or Real Estate desirable. -
Due Diligence
Due Diligence Sheppard Mullin has designed an innovative solution for its clients that are acquiring or selling businesses or providing debt or equity financing to companies. With its team of trained due diligence attorneys who leverage emerging technology, Sheppard Mullin can deliver high-level diligence-related services quickly, effectively and in a cost-efficient manner. Diligence Experience Our Diligence Team focuses full-time on providing diligence-related support on corporate and financing transactions. Because of this, they are skilled at reviewing and analyzing documents and agreements produced by target companies and can quickly prepare diligence memoranda, material issues lists and other client deliverables. The Diligence Team also frequently and proficiently oversees the document production and disclosure schedule preparation process on behalf of sellers, issuers and borrowers. Each time services are provided, the Diligence Team develops an institutional knowledge base that can be accessed for future deals by the same client or in the same industry. Sheppard Mullin’s deep bench of subject matter experts (such as tax, environmental, employment, real estate and intellectual property) join the Diligence Team as needed on transactions to appropriately advise clients. 24/7 Rapid Support The Diligence Team has the ability to ramp up a time-sensitive review in less than a day. While operating as a team, the attorneys proficiently divide up tasks based on their individual strengths and tap into their extensive collective experience to quickly prepare the desired work product. And because Diligence Team members are located in the firm’s offices in New York, Los Angeles, and San Diego, we are able to provide nationwide support across time zones, which is often critical in transactions with expedited timing and a large volume of documents. -
Project Finance
Project finance From Wikipedia, the free encyclopedia Jump to: navigation, search Project finance is the long term financing of infrastructure and industrial projects based upon the projected cash flows of the project rather than the balance sheets of the project sponsors. Usually, a project financing structure involves a number of equity investors, known as sponsors, as well as a syndicate of banks that provide loans to the operation. The loans are most commonly non-recourse loans, which are secured by the project assets and paid entirely from project cash flow, rather than from the general assets or creditworthiness of the project sponsors, a decision in part supported by financial modeling.[1] The financing is typically secured by all of the project assets, including the revenue-producing contracts. Project lenders are given a lien on all of these assets, and are able to assume control of a project if the project company has difficulties complying with the loan terms. Generally, a special purpose entity is created for each project, thereby shielding other assets owned by a project sponsor from the detrimental effects of a project failure. As a special purpose entity, the project company has no assets other than the project. Capital contribution commitments by the owners of the project company are sometimes necessary to ensure that the project is financially sound. Project finance is often more complicated than alternative financing methods. Traditionally, project financing has been most commonly used in the mining, transportation, telecommunication and public utility industries. More recently, particularly in Europe, project financing principles have been applied to public infrastructure under public± private partnerships (PPP) or, in the UK, Private Finance Initiative (PFI) transactions. -
Project Finance Course Outline
PROJECT FINANCE COURSE OUTLINE Term: Spring 2009 (1st half-semester) Instructor: Adjunct Prof. Donald B. Reid Time: Office: KMEC 9-95, 212-759-5655 Classroom: Email: [email protected] Admin aide: Contact: [email protected] Background Project finance is used on a global basis to finance over $300 billion of capital- intensive projects annually in industries such as power, transportation, energy, chemicals, and mining. This increasingly critical, financial technique relies on non- recourse, risk-mitigated cash flows of a specific project, not the balance sheet or corporate guarantee of a sponsor, to support the funding, using a broad-based set of inter-disciplinary skills Not all projects can support project financing. Project finance is a specialized financial tool necessitating an in-depth understanding of markets, technology, sponsors, offtakers, contracts, operators, and financial structuring. It is important to understand the key elements that support a project financing and how an investor or lender can get comfortable with making a loan or investment. Several industries will be used to demonstrate project-financing principles, with emphasis on one of the most important, power. Objective of the Course The purpose of the course is to understand what project finance is, its necessary elements, why it is used, how it is used, its advantages and its disadvantages. At the end of the course, students should be able to identify projects that meet the essential criteria for a project financing and know how to create the structure for a basic project financing. The course will study the necessary elements critical to project financing to include product markets, technology, sponsors, operators, offtakers, environment, consultants, taxes and financial sources. -
Defining Due Diligence?
\\jciprod01\productn\H\HLI\53-2\HLI208.txt unknown Seq: 1 22-MAY-12 12:47 Volume 53, Number 2, Summer 2012 Lenahan (Gonzales) v. United States of America: Defining Due Diligence? Amy J. Sennett* Introduction The United Nations reports that the most common form of violence ex- perienced by women around the world is physical violence inflicted by an intimate partner.1 On a global average, at least one in three women is beaten, coerced into sex, or otherwise abused by an intimate partner in the course of her lifetime.2 Thus, it is all the more significant that in August 2011, the Inter-American Commission on Human Rights (“the Commis- sion”) found that the United States violated the human rights of Jessica Lenahan and her three daughters in the first domestic violence case brought against the United States in an international human rights tribunal.3 The Commission’s decision confirmed the application of the due diligence stan- dard to interpret the obligation of non-discrimination under the American Declaration on the Rights and Duties of Man. That obligation requires states to prevent, prosecute, and sanction acts of violence against women, including, in certain circumstances, acts of violence by private actors.4 The Commission found that the United States’ failure to meet this standard re- sulted in violations of Lenahan and her daughters’ right to equality, right to life, and right to special protection as women and children.5 The decision stands in stark contrast to the U.S. Supreme Court’s 2005 ruling on the same facts in Town of Castle Rock, Colo. -
FINANCIAL MODELING, INTERVIEW PREP, and TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development
BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development Training programs for post-secondary students seeking roles in business and corporate finance EXPERTS IN FINANCIAL MODELING TRAINING [email protected] · +1 416 583 1802 WWW.MARQUEEGROUP.CA BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 2 About The Marquee Group Our Clients We believe that spreadsheet- based financial models are For several years, Marquee has led the annual the most important tools in training programs at numerous investment modern finance. Using our banks, pension funds and commercial banks. framework and discipline We have taught thousands of professionals all to develop best-in-class, across Canada, the United States, the United user-friendly models, we Kingdom, Mexico, Australia and China. help students and finance The following table highlights some of our professionals turn their models major clients: into powerful communication tools that lead to better, more UNIVERSITIES effective decisions. Acadia University Saint Mary’s University Brandeis University U of T - Rotman The Marquee Group is the only Dalhousie - Rowe UBC dedicated financial modeling firm HEC Waterloo in Canada. For over a decade, our McGill - Desautels Western - Ivey business has delivered what has McMaster - DeGroote York - Schulich become the industry standard Queen’s - Smith in financial modeling, training, SOCIETIES FINANCIAL consulting -
9 Requirments of Due Diligence – Ezike
THE NIGERIANJURIDICALREVIEW Vol.13 (2015) Articles Pages Terrorism,ArmedConflictandtheNigerianChild:LegalFramework forChildRightsEnforcementinNigeria ~DamilolaS.Olawuyi 1 ClearingtheHurdles:ATherapeuticExaminationoftheChallengesto theProtectionandEnforcementofEconomic,SocialandCulturalRights ~DamianU.Ajah&IjeamakaNnaji 25 InequitableTradeRulesinWorldTradeOrganisation(WTO): ImpactonDevelopingCountries ~ EmekaAdibe&ObinneObiefuna 57 PublicParticipationinEnvironmentalImpactAssessmentinNigeria: ProspectsandProblems ~ HakeemIjaiya 83 RethinkingtheBasisofCorporateCriminalLiabilityinNigeria ~ CalistusN.Iyidiobi 103 ElevatingConsumerRightstoHumanRights ~FestusO.Ukwueze 131 WhenaTrademarkBecomesaVictimofItsOwnSuccess: TheIronyoftheConceptofGenericide ~NkemItanyi 157 EnvironmentalConstitutionalisminNigeria: AreWeThereYet? ~TheodoreOkonkwo 175 RequirementsofDueDiligenceonCapacityofNigerianGovernment Officials/Organs/AgentstoContract- GodwinAzubuikev.Government OfEnuguState inFocus ~ Rev.Fr.Prof.E.O.Ezike 217 FACULTYOFLAW UNIVERSITYOFNIGERIA,ENUGUCAMPUS EDITORIAL BOARD General Editor Dr. Edith O. Nwosu, LL.B., LL.M., Ph.D., B.L Assistant Editor Dr. Chukwunweike A. Ogbuabor, LL.B., LL.M., Ph.D., B.L Statute and Case Note Editor Professor Ifeoma P. Enemo, LL.B., LL.M., Ph.D., B.L Book Review Editor John F. Olorunfemi, LL.B., LL.M., B.L Distribution Coordinator Damian U. Ajah, LL.B., LL.M., B.L EDITORIAL ADVISORY BOARD Professor Boniface O. Okere, Professor Obiora Chinedu Okafor Docteur d’Universite de Paris LL.B (Nig), LL.M, (Nig) LL.M, Professor, -
Financial Modeling for Investments and Corporate Finance FIN 5115
Financial Modeling for Investments and Corporate Finance FIN 5115-701 Fall 2017 Instructor: Professor Bora Ozkan Office hours: WebEx Tuesdays 7:00 pm – 8:00 pm or by appointment Office Location: Alter Hall 438 Class Sessions: Alter 132 (6:00PM – 8:30PM): 9/14, 9/28, 10/12, 11/2, 11/16, 12/7 WebEx (6:05 – 8:35PM): 9/21, 10/5, 10/19, 11/9, 11/30, 12/14 Contact Information: [email protected] or office: 215-204-8409 Preferred Method of Contact: Email WebEx Link: foxsbm.webex.com Course Description: Financial modeling is building an abstract representation of the relationships among the variables of financial problems. This course presents the paradigms of finance through the use of state-of-art technology. Emphasis on spreadsheet programming develops an understanding of financial models and the ability to work with those models. The objective of this course is to learn equity valuation methods of a firm from a practical framework. Students should expect the workload for this course to be demanding therefore it is only recommended for those students who are interested in learning valuation techniques in depth. This course will tackle common financial problems -ranging from the simple NPV analysis to the relatively more complex Enterprise Value, and help the students gain the necessary competencies in building appropriate financial models for each case. The course covers a variety of modeling techniques, such as sensitivity and scenario analysis, optimization methods, and regression analysis. Although, students learn to use alternative financial models to analyze various decision-making opportunities, the aim is to get the students to the skill level where they can model and solve most financial problems they will face in the business world. -
An Introduction to Financial and Economic Modeling for Utility Regulators
An Introduction to Financial and Economic Modeling for Utility Regulators Antonio Estache (World Bank and ECARES, Universite Libre de Bruxelles) Martín Rodríguez Pardina (CEER, Universidad Argentina de la Empresa and Macroenergía S.A.) José María Rodríguez (Universidad Nacional de Córdoba y Macroenergía S.A.) Germán Sember (Macroenergía S.A.) World Bank Policy Research Working Paper 3001, March 2003 The Policy Research Working Paper Series disseminates the findings of work in progress to encourage the exchange of ideas about development issues. An objective of the series is to get the findings out quickly, even if the presentations are less than fully polished. The papers carry the names of the authors and should be cited accordingly. The findings, interpretations, and conclusions expressed in this paper are entirely those of the authors. They do not necessarily represent the view of the World Bank, its Executive Directors, or the countries they represent. Policy Research Working Papers are available online at http://econ.worldbank.org. The paper has benefited from discussions with Ian Alexander, Tony Gomez-Ibanez, Javier Campos, Claude Crampes, Severine Dinghem, Phil Gray, Luis Guasch, Clive Harris, Jean- Jacques Laffont, Paul Noumba, Jordan Schwartz, Gaétane Tracz and Lourdes Trujillo. It represents the views of its authors and any mistake is their responsibility. It does not represent the views of the institutions they are affiliated with. A companion CD-ROM is available from the World Bank Instittute. 1 Table of Content 1. Introduction............................................................................................................2 2. What Are Regulatory Models?...............................................................................3 3. The Demand for Analytical Regulatory Processes ................................................6 4. Matching Regulatory Objectives and Instruments...............................................10 4.1.