Thorough due diligence is one of the most important ways to reduce risks
in international M&A transactions, but relying solely on the buyer's
domestic due diligence practices can be wasteful of time and resources
and contribute to a buyer missing a critical issue or unknowingly
assuming an unwanted liability. Understanding the intricacies of the
legal landscape, cultural nuances, and trends in market practices in the
jurisdiction in which a target is located will undoubtedly help ensure
the next transaction is a successful one. International M&A Due
Diligence, Second Edition, drafted by the International M&A
Subcommittee, is structured to provide lawyers with an overview of
essential considerations in planning and conducting M&A due diligence in
each of the 20 covered countries. Based on a Model Questionnaire, the
questions asked are generally from the perspective of a U.S. lawyer with
limited familiarity with the local jurisdiction involved.
The Model Questionnaire is included and can also be used as a helpful
guide when embarking on due diligence in a country not covered in this
book. In addition, local counsel were asked to "localize" a sample due
diligence request list, which is based on the Form of Document and
Information Request from the Manual of Acquisition Review. The
localized request lists are presented in "redline" format, which the
transactional lawyer will find particularly instructive.
