TABLE OF CONTENTS In today's business world the concepts of due diligence and corporate governance are of increasing importance. Both concepts have broadened as regards their scope and meaning. Indeed their application has also come to overlap as a result of the regulatory and voluntary frameworks that are emerging globally. From purely economic roots they have come to encompass many aspects of corporate behaviour. Moreover, in view of the corporate scandals that continue to attract media headlines and demonstrate the need for improved corporate governance, all organisations regardless of their size or location should regard these issues as paramount. An understanding and respect for due diligence and corporate governance make absolute business sense.
An overview of the traditional approach to legal due diligence is dealt with in this chapter. This handbook takes the approach that the due diligence process is on ongoing exercise. It extends to areas of business activity that go well beyond the transaction/deal with which it is usually associated to embrace many aspects of business operations and performance. However, this chapter will focus in some detail on giving an account of the processes, context and typical aspects of due diligence in its traditional mould, ie that relating to corporate transactions and particularly merger and acquisition activity. As such, this chapter gives an overview of the legal issues and concepts relating to due diligence in corporate transaction, the process, documentation and some information regarding typical stumbling blocks and tactics. The chapter also begins to flag...
