Linda S. Spedding – Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning
Linda S. Spedding – Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning
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This book brings together practical information on legislation, primary sources, codes and best practice guidance in one volume. A practical handbook for business directors who wish to minimise financial, legal and reputational risks…
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Description
Due Diligence Handbook 1st Edition
Description
Practical information on legislation, primary sources, codes and best practice guidance can be found in this book. Business directors can use the handbook to reduce financial, legal and reputational risks. It combines all matters concerning corporate governance with due diligence issues and in doing so provides you with the information and tools you need to help you protect your business when making international acquisitions.
The book provides clear guidance and case studies to help all involved understand the complexity of issues and to demonstrate the detailed work that is necessary to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems.
As high profile business failures tarnish the reputation of international business it is essential that business responds by having the policies and practices in place in day-to-day operations and in particular, as this book demonstrates, when a major business development such as an acquisition is being implemented.
Following the initial era of codes in the UK and regulation in the USA and major debates as regards the best approach to corporate governance in the common law countries, controversy has developed over which approach is more appropriate for business planning and risk management.
This book provides a comparative analysis of the European frameworks for governance because of the trend for many UK companies listed on the US market to de-list in favour of the more British approach to corporate governance. The EU approach and the individual jurisdiction of Germany, Italy, the Netherlands and France are covered. The EU approach generally at a time when the competitiveness of companies and key business sectors must consider the thrusting economies of India and China is assessed in the book. The link with competitiveness is important.
In connection with due diligence, the book provides an update of the business world in light of the world’s economy and links corporate governance, risk management and business planning to reflect such business, political and regulatory trends and changes.
In recent years there has been a lot of feedback on the effectiveness of the Sarbanes-Oxley approach to corporate governance and many updates on business ethics and sustainable issues, which this book covers in the context of due diligence. Since there has been a major shift in business awareness to develop, or be seen to develop, a more enlightened approach to climate change coverage of this area is included in the book in the appropriate context of governance, risk management and business planning. In order to respond to this issue with an international perspective, there are case studies within the book. The airline industry has been impacted by the debate over being carbon neutral and has relevance to how industry sectors should balance the interests of different stakeholders and cope with fast attitude changes of the media and public.
Competitive issues of major interest and commercial significance have been raised by the importance of energy security. The angle of fraud in this sector has become more apparent. Energy security is tied into ethical accounting, fraud, risk and economic crime. The background issue of how much of this comes into play with due diligence can be set against these new areas. This is now part of risk management in the business world.
Since the withdrawal of OFR, there has been an increase in the need to understand off balance sheet values.
Key Features
The book looks at how due diligence is used and how to get it right in the context of Corporate Governance, Reputational Risk Management and Business Planning. Key business drivers are illustrated in a practical guide with case studies. The framework for due diligence and doing business across international boundaries is covered.
Readership
Chief Finance Officer, Managing Director, Risk Officer, Compliance Officer, Company lawyers, barristers and solicitors, Financial services lawyers, barristers and solicitors, Competition lawyers, In-house lawyers, Accountants, Auditors, Company secretaries.
Table of Contents
Contents
Acknowledgements. Preface. Contributors and author. There is a table of international statutes. There is a table of statutory instruments. There are cases in the table. There is a list of key abbreviations.
Chapter 1 introduces and traditional due diligence. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. Legal due diligence. Financial due diligence. Insurance and risk due diligence. There are beneficiaries of due diligence. Integration value post-merger has transactional and operational concerns. There are other business issues. Drivers for ongoing due diligence. Risk management and corporate governance are topics of interaction. There are assessments of transactional and operational aspects. There are references. There are main issues for a due diligence exercise. There are initial steps in due diligence in the UK. Specimen auction or tender process letter is included in Appendix 3.
Chapter 2 deals with due diligence in corporate finance. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. The process of due diligence. Anti-money Laundering due diligence. Financial due diligence. There is a tax. Commercial due diligence. Borrowing arrangements before. There are commercial contracts and other agreements. Intellectual property rights and licenses. It is. Business assets and real estate. Consultants and employees. There are pension arrangements. There is insurance. The environment. There are warrants and indemnities. There are references. There is an appendix.
Chapter 3 is Money Laundering. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. History. Money laundering is a crime. Measures to prevent money-laundering. Conclusion.
Chapter 4 deals with due diligence and corporate governance. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. Business has a risk/reward balance. There is a regulatory background for drivers. The structure and liability of a business. The partnership has limited liability. The balance of interests and governance. Corporate social responsibility. Risk management and due diligence for small businesses. There are references. An example of an initial due diligence list for a purchase. There is a regulated financial services business.
Chapter 5 deals with due diligence and corporate governance. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. There is litigation. There are alternatives to litigation. The role of tribunals. There are due diligence and late payment issues. Business interruption and recovery can happen. The insolvency. Business continuity and risk management. The US has a view on crisis management. There are references. Appendix has a glossary.
Chapter 6 deals with commercial due diligence. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. The case study is about the industry. The shipping industry is the second case study.
Chapter 7 deals with reputation risk management. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it Why does reputation matter? The value of brands and their importance to reputation. Corporate culture and reputation. There are examples of major losses of reputation. Integrated reputation risk management. The new Combined Code is related to reputation risk management. There are references.
Chapter 8 deals with cultural due diligence. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. A risk culture. Change management. There is a culture clash in mergers and acquisitions. There is a case study on outsourcing and offshoring in India. Bridging the digital divide in India is covered in Appendix 2. The reuse of redundant IT equipment is a responsibility.
There are issues of due diligence, risk management and corporate governance in this chapter. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. There are data handling risks. There is contract risk in e- commerce. There was a business interruption. Technology due diligence can be used to manage legal risk. Intellectual property issues can be managed. There are legal risk issues in internet commerce. Digital assets are protected. There are liability issues. A framework for risk management. Legal audit. Summary. There is a checklist for implementing a corporate digital asset. Management policy.
Chapter 10 deals with corporate governance issues. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it There are definitions and drivers of corporate governance. The report on the company. The report from Greenbury. The combined code and the hampel review. There are rules for listing on the London Stock Exchange. The report of the prime minister. Recent developments. Corporate governance is practical. Risk management has a role to play. There are systems and methodologies for risk management. There is an operating and financial review. Conclusion. There are references.
The Sarbanes-Oxley Act was enacted in 2002. The introduction is about something. There are basic goals of act. Specific aspects of the act. Environmental issues are covered by SOX. Conclusion.
Chapter 12 deals with international dimensions and corporate governance. The Indian perspective. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. The history of governance in India. Corporate governance in India. There is a regulatory framework for corporate governance in India. Indian practices of corporate governance. Capital market regulations. There are committees on corporate governance. There are other corporate laws of India. Conclusion.
Chapter 13 deals with corporate governance in Hong Kong. The People’s Republic of China has a special administrative region. There is a background to corporate governance in Hong Kong. There is transparency and disclosure. Executive pay. Shareholders are protected. Corporate governance in the PRC.
Chapter 14 is about corporate governance in Australia. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. Good corporate governance? Good governance can be aided by external advice. A case study of a catastrophic failure in corporate governance. Conclusion.
Chapter 15 deals with corporate governance in Japan. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. There are core problems of corporate governance in Japan. There are general meetings of the shareholders. There is a board of directors. Corporations and asset committees are important. Conclusion.
Chapter 16 deals with environmental due diligence and risk management. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. There are transactional tools. International standards for environmental auditing. Environmental accounting and managerial decisions have governance issues. Environmental insurance reduces risk and liability. Sharing responsibility in international trade, investment and project finance. Environmental liability. There is an environmental balance sheet. There are trends in transboundary trade and environmental standards. Simple US company questionnaire about environment, health and safety. Chapter 17 deals with issues of transparency and governance. The introduction is about something. Corporate giving and accountability. There are related developments. The bill deals with charities. There are requirements for reporting. The protection of whistle blowers. There are governance issues. The trustees have duties for non profits in the USA. The report was written by Tyson. Conclusion.
There is governance in the family, the family business and family trusts. It’s not like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it’s like it The introduction is about something. There are governance theories and practices. Long-term wealth preservation and governance are related. The family runs a business. Family trusts each other.
Conclusion. There is an appendix.
About The Author
Linda S Spedding is a woman.
Dr Linda Spedding is a lawyer, an Advocate, and an Attorney. She is a consultant to law firms and institutions after working with international law firms. Dr. Spedding has written several books and articles for a professional and business audience. She is an international advisor to many commercial and professional bodies. She is a member of the Business Strategy Committee. Dr Spedding is an International Consultant with the Metropolitan Police Service at New Scotland Yard.
There are affiliations and expertise.
A Consultant in Business Risk Management and Due Diligence and a Qualified Lawyer in the UK, EU, India and the USA. There are qualified lawyers in the UK, EU, India and the USA.
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Delivery Method
Corporate Governance, Risk Management and Business Planning
Author: Linda S. Spedding
Published: October 2008
Publisher: CIMA Publishing
Pages: 752
Format: Ebook (PDF)
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