The Purpose and Scope of Legal Due Diligence in Mergers and Acquisitions

• Main Authors: Hou,Ming-Sheng, 侯旻伸
• Other Authors: LIN,KUO-BIN
• Format: Others
• Language: zh-TW
• Published: 2014
• Online Access: http://ndltd.ncl.edu.tw/handle/99363623152107155170

碩士 === 國立臺北大學 === 法律學系一般生組 === 102 === Legal due diligence (also known as “Legal D.D.” in practice) is a legal survey or investigation procedure which is conducted between the buyer and seller for establishing a symmetry of information in a business transaction. The scope of this thesis is limited to the process where an Acquirer conducts a variety of legal surveys or investigations on a Target company in an M&A transaction. The arrangement of the thesis will be: Chapter 1: Introduction of research motivation, purpose, methods and scope; Chapter 2: The concept of due diligence, including the origins, meaning, functions, purposes and process of it, and also provides a suggestion of how to write a due diligence report after the due diligence process. Chapter 3 to Chapter 9: The core topic of this thesis, which provides suggestions to the due diligence teams about what kinds of items or subject matter to investigate, what is the point through the investigations and the reasons and potential issues for investigating such items and subject matter in different territories such as corporate governance document, real estate and estate, contract, litigation threat, environmental liability, intellectual property and anti-trust issue. Due diligence plays a critical role in M&A transactions, as evidenced by an abundance of literature overseas. Unfortunately, such information is rarely found domestically. This thesis aspires to contribute as a basic manual for a novice practitioners to refer to in the due diligence area.