Overview:
Due diligence makes or breaks deals.
Get it right and the transaction closes on terms that reflect what the business is actually worth. Get it wrong and you're either overpaying, under-protected, or unwinding something six months later that should have been caught up front.
This session looks at how diligence works in practice i.e. what to focus on, what tends to get missed, and how findings feed into price and the Share Purchase Agreement.
It's aimed at accountants and advisors who either run diligence themselves or have to make sense of someone else's report on behalf of a client.
Key Features of the Course:
This CPD session will cover:
- What diligence is actually for, and how buy-side, sell-side, and vendor diligence differ in practice;
- Scoping the job properly i.e. terms of reference, materiality, and managing what the client expects;
- Quality of earnings: stripping out the one-offs, testing whether the EBITDA being sold is the EBITDA the buyer will inherit;
- Working capital and net debt completion accounts versus locked box, and where the real money moves;
- Tax: spotting historical exposures and knowing when warranties aren't enough and you need a tax deed;
- Commercial issues that matter customer concentration, key contracts, supplier risk, integration;
- Legal red flags worth flagging on, even if they're not yours to opine on;
- Writing it up so it's useful separating what kills a deal from what chips the price, and tying findings back to warranties, indemnities, retentions, and earn-outs;
- Case studies from recent Irish mid-market deals, including ones where diligence saved the buyer and ones where it should have.
Speaker:
Tom Murray, Director, Friel Stafford
Tom Murray is a valuation expert at Friel Stafford with extensive experience in business advisory services. He previously served as President of ACCA Ireland and as a member of the ACCA Global Council.
With a strong background in M&A, Tom advises on corporate transactions and strategic growth. He is best known as a specialist in corporate insolvency, helping clients navigate complex restructuring scenarios.
Tom is a seasoned professional in business valuations for firms across various sectors. He is known for his practical approach and deep understanding of market trends and regulations.