Diligence Flashcards

1
Q

Broad & Common Diligence Topics

A
  • Commercial Diligence
  • Valuation Diligence
  • Accounting Diligence
  • Legal Diligence
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2
Q

Commercial Diligence Topics

A
  • Market Related Issues
  • Competitive Positioning
  • Business Model
  • Historical Performance
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3
Q

Valuation Diligence

A
  • Trading Comps
  • Precedent Transactions
  • Next Financial Buyer Analysis
  • Sum of the Parts Analysis
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4
Q

Accounting Diligence Topics

A
  • Acquisition / Divestiture Accounting
  • Adjustments / Non-Recurring Items
  • Debt vs. Working Capital
  • Quality of Earnings
  • Revenue and Expense Recognition
  • Tax Issues
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5
Q

Legal Diligence Topics

A
  • Pending Litigation
  • Intellectual Property
  • Corporate Structure
  • 3rd Party Contracts
  • Employee Contracts
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6
Q

Important Types of 3rd Party Contracts

A
  • Vendor Contracts
  • Customer Contracts
  • Credit Documents and Debt Holders
  • Contracts related to PP&E
  • Joint Ventures
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7
Q

Gatto Key Industry Analysis Topics

A
  • Point in the life cycle
  • Competitive dynamics
  • Cyclicality
  • Cost structured: fixed vs. variable
  • Dependence on customers, suppliers, products…
  • Gov’t Regulation
  • Fad / Fashion risk
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8
Q

3 important themes in Commercial Diligence / Qualitative Analysis

A
  • Industry Analysis
  • Business Strategy
  • Management
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9
Q

Fixed vs. Variable Costs

A
  • Fixed costs occur regardless of manufacturing or sales level
  • Variable costs will change depending on how many products you buy or manufacture
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10
Q

Types of Fixed Costs

A
  • Committed fixed costs: cannot be changed easily; buildings and equipment, real estate taxes, insurance expense and top level manager salaries
  • Discretionary fixed costs: arise from annual decisions by management; advertising, research, etc.
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