Mastering Due Diligence in M&A and PE Transactions

Explain how due diligence differs from an audit, highlighting due diligence as a broader process that examines the business life cycle and key risks to uncover risks for a buyer.

define scope and timelines with the client, conduct an introductory call with the target, compile ERLs, review documents in a virtual data room, and draft findings with impact and recommendations.

compare red flags exception-based diligence with long form reports, highlighting that long form requires summarizing all findings, while red flags present only client-requested information in the Indian context.

Master the exact summary in due diligence reports for M&A deals by presenting a succinct executive summary that flags key issues for the board, avoiding full paraphrase of findings.

Start with a Sebi filing and draft red herring prospectus to identify licenses and approvals for the target, and build a tracker for foreign exchange, business, general, and tax approvals.

Assess the target's employment landscape—employees, consultants, and contract labor—emphasizing contracts, IP assignment, data protection, and labor law compliance to flag liabilities.

Identify and assess a target's intellectual property, including marks, logos, copyrights, and patents; evaluate protection, registrations, international coverage, third-party objections, employee inventions, and intellectual property assignment in contracts.

Assess the materiality threshold for real estate in due diligence by examining freehold and leasehold properties, encumbrances, consents, compliance, and potential landlord obligations for the buyer.