São Paulo | Rio de Janeiro | Belo Horizonte | Natal

Brasil

Cross-BorderCross-Border

Acquisition DealsAcquisition Deals

André de Almeida

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MAIN ASPECTS OF A DUE DILIGENCE WORK :

» Timing» Information Flow» Data Room

preferably digital

» Coordination of attorneys, accountants, financial advisors, consultants, etc.

» Unified Due Diligence Report (same terminologies & writing style)

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a) Review liabilities;

b) Review contingencies;

c) Identify potential problems;

d) Identify exposures

OBJECTIVES OF ANY DUE DILIGENCE WORK:

Risk Management:        

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IDEAL DUE DILIGENCE WORK FLOW :

Parties agree on business terms of the transaction Agreement on pricing Agreement on

Seller organizes a digital Due Diligence Data Room

to DD Data Room and have daily conf calls with Sellers Reps Due Diligence Report is delivered in

Parties adjust the price or business terms based on the DD Report

financing Buyer attorneys have access

15 days

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REAL LIFE DUE DILIGENCE WORK FLOW :

Before final agreement on business terms of the transaction Buyers starts a Due Diligence Seller has not

yet prepared a data room and start to colletct documents after receiving the Due Diligence list from Buyers

attorneys Due Diligence starts before agreement on business terms Seller gets mad

with Buyer as his attorneys are requesting information before the parties have reached an agreement

Due Diligence process stops After many meetings buyer and seller agree on business terms

Due Diligence continues, but without a organized data room precisely identification of key exposures

Is missing at the DD Report

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IMPORTANT TIPS :

» Coordination with client and other attorneys is crucial;

» Use of the same terminology and writing style is fundamental;

» Information flow;

» Hold your client!!

» Be nice with the attorneys of the other side – at the end, after

the deal, there is a high chance that you work with him on other

transactions!!

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Obrigado,

André de Almeidaalmeida@almeidalaw.com.br