M&A INVESTMENT ADVISORY SERVICE FOR UHNW CLIENTS FROM:
GCC/USA/ASIA-PACIFIC
The Hess Business Consulting is an expert in the field of collecting, verifying, and analyzing the data necessary for professionals to navigate their clients through the complicated and sometimes daunting Acquisition Process. Our targeted clients for this service include Private Investors, Family Offices, Investment Bankers, Investment Funds.
Our Due Diligence Data Management services include:
1.Documentation Review:
To properly facilitate a merger and/or acquisition there are basic pieces of information that need to be reviewed to determine any potential problems that may occur during this type of transaction. The corporate information that gives a basic understanding of the structure of the target firm must be collected, reviewed, and analyzed as a standard process; and because of this we are routinely used to collect and review the following information:
- Articles of Incorporation
- Articles of Association
- Bylaws
- Recent shareholder communications
- Certificates of operating authorization
- Minutes of board and other meetings
2.Issued Securities Analysis:
But it is not just limited to the corporate creation documentation. A major part of due diligence during an M&A transaction is a detailed review and analysis of the equity status of the target company. Without this important step, an acquirer may open themselves up to dramatic equity/acquisition challenges by disgruntled or previously unknown stakeholders, litigation from individuals who feel that their equity interests were not represented during the transaction and a plethora of other unforeseen issues. To assist our clients we review the following documents:
- Copies of all issued stock certificates
- All equity agreements, partnership agreements, or other non-corporate equity agreements (especially in the case of when the target is a Limited Liability Corporation -LLC,PTY LTD,
- Copies of warrants and options issued
- Stock register
- Shares issued documents
- Outstanding/Executed preferred stock documentation
- Any applicable covenants
- Options and other employee benefits
- All documentation related to the repurchasing of stock from previous shareholders
- Employee Stock Ownership
3.Tax and Financial Documentation Review
As with any major transaction the financial and tax history of the company is a vital indicator to understanding the overall health of the company. As well as a way to identify any potential trouble areas that may come up throughout (or after) the transaction has completed. Part of our offering is to provide a full analysis of the following:
- Audited Financials (Profit and Loss, Balance Sheet, and Cash Flows) since inception
- Bank records and account reconciliations
- A/R analysis (historical and current)
- A/P analysis (historical and current)
- Written (and signed) explanations of financial inconsistencies or changes
- Federal/State Tax Returns for a minimum of 3 years
- Details and results of any IRS/SEC audits
All Sarbanes Oxley related documentation and filings
4.Contractual/Partnership/Operating Documentation Review
- Bank Lending Agreements
- Private Debt Agreements
- Existing Equity Finance Agreements
- Partnership Agreements
- Retainers/Customer Agreements
- Lease Agreements
- Supplier/Vendor Contracts
- Other Miscellaneous contracts
5.Litigation Review and Background Analysis
The final core aspect of our Due Diligence Data Management Services includes a review of the corporation and its principles from a litigation standpoint. This includes a detailed review of the following:
- Pending Litigation
- Potential Liability Analysis
- Cost Projections related to existing litigation
- Settlement Documentation (Past/Current)
- Patent Actions/Existing Patent Health
- Intellectual Property Actions
- Background check on principles to determine litigation risk
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