Due Diligence & Corporate Governance

Due Diligence & Corporate Governance

Due diligence refers to the process of research and analysis that is done before an acquisition, investment, business partnership or bank loan in order to determine the value of the subject of the due diligence or whether there are any major issues or potential issues. The prospective acquirer / investor should obtain all the necessary information within the predetermined time and make sure that he makes a good deal and not a costly mistake.

SCC’s dedicated transaction advisory and due diligence teams can assist with financial, legal, tax and environmental due diligence and business analysis for organizations that are contemplating investments, strategic partnerships, mergers, and acquisitions or that are looking to enhance organizational effectiveness in an existing business unit or portfolio company.

How we can help:

We conduct due diligences with the sole objective to generate valuable due diligence reports and business analyses for our clients, that become an integral component of their decision-making and negotiation processes. We offer a confidential, sound, unbiased perspective and are the ideal complement to client’s internal resources

To focus on providing value-added services that enhances client business decisions by combining a thorough understanding of technologies, logistics, corporate strategy and finance with an ability to summarize complex issues into concise, easily understood terms.

Financial due diligence:

Our role in a financial due diligence review involves evaluating the proposed deal by analyzing the present and historical financial statements including important agreements reviewing the control environment and assessing the risk incidental to the business.

Tax due diligence:

When companies acquire a business, dispose of a non-core business or go into a merger, they need to manage the tax risk by means of a tax due diligence. We provide you with corporate tax, social security and direct and indirect taxes due diligence while focusing on risks (including quantifications) as well as opportunities.

Legal due diligence:

In an M&A process, any responsible management will require a comprehensive assessment of the possible legal risks related to the corporate status, assets, contracts, securities, intellectual property, etc. of the target company concerned. The negotiation of the transaction will in most cases require the intervention of a legal expert as numerous legal pitfalls need to be tackled as early as at the negotiation table. The drafting of the transaction contracts and related documents cannot be done without the special attention from a business angle.

We perform a full legal due diligence resulting in an assessment of the main risks and provide potential solutions that reduce the risk and provide assistance in drafting the letter of intent/confidentiality and exclusivity agreements / share purchase agreement (SPA ) representations and warranties, etc.

Our due diligence review deliverables:

We aim to clearly bring out, in our due diligence review reports, the outcome of the engagement supported by findings in each area along with adjustments proposed to achieve the objectives of the engagement.