Company Transactional Backgrounds and Due Diligence:
An investigation of a company can include current and former executives, board members, key individuals, and founders. Investigations can also include identifying assets, including intellectual property, and the identification of non-disclosed liabilities. During the background investigations of a company, McCann works closely with your company to support and fill in the required gaps in the total due diligence process.
McCann becomes part of your team. We are focused on the “risk” side of the transaction in which we focus on discovering undisclosed issues. This includes an extensive search of litigation and a deep understanding of conflicts in vendor relationships or existing contractual relations. Do you need additional clarity about the parties, the boards, and the executives? Do you need to identify potential undisclosed and related-party transactions?
McCann provides the support to both the legal and financial teams created to provide a complete due diligence of a potential acquisition, merger, or capital placement into a private or public company. Not performing these basic checks can expose your company to major financial harm and potential regulatory enforcement.
McCann goal is to keep you “Informed” so that you can balance the risks with the anticipated reward from the proposed transaction. It is true that it is impossible to know everything; however, the more you do know, the better a decision you can make. McCann helps you with the process of evaluating what to look at and how deep to explore. Our principals have acquired companies and been involved in scores of mergers and related transactions.
While we work closely with company council and company accounting professionals, we look beyond what these professionals typically examine. Our customers have found our rates to be more favorable than those billed by lawyers and accountants for background and key diligence matters.
The listed items are commonly obtained for individuals, assets, and intellectual property. This list is not meant to be all inclusive. The details of a background investigation are decided upon after a discussion with the client to address specific issues, concerns, and risk factors.
Standard Company Information
Background Information on Existing Executives, Founders, Board Members, and Key Individuals:
- Name Verification
- Alternative Names or Aliases
- Social Security Verification
- Drivers License Verification
- Material Status
- Current Residency Verification
- Past Residency
- Sex Offender Index
- Patriot ACT
- Civil: Litigation, Judgments, and Liens
- Justice of the Peace
- Officer in Corporation: Potential Conflicts or Undisclosed Interests
- State Corporation Registrations
- SEC Registrations
- Open Source Search
- DBA Registrations Country Clerk
For The Company as an Entity:
- Company Name Verification
- Company DBA(s) Verification
- Trademark Verification
- Corporate Tax ID Verification
- Secretary of State Good Standing
- Current Property Ownership Verification
- Hidden Ownership Interests
- Environmental Liabilities
- Patriot ACT for Corporations
- Civil: Litigation, Judgments, and Liens
- Justice of the Peace
- Trade Accounts and Identification of Outstanding AP
- Trade Accounts and Identification of Outstanding AR
- Identification of Key Personal and Documentation of Non Competes
- Identification and Protection of Key Intellectual Property
- Code and Software Products
- Business Plans and Strategy
Additional Information Requested:
- Motor Vehicle Records for Drivers
- Past Employment Discrimination Charges
- Professional License Verification
- News Sources
- Past Employee or Executive Interviews
- Current or former customer Interviews
A complete background of the individuals and entities is not a guarantee that the transaction will not have risks and problematic issues. Our professionals know from experience that you cannot uncover every issue. What we can tell you is that the more light you shine on the transaction the more likely you are not be surprised. We strive to keep our clients “Informed’ so that they can minimize risk and try to avoid material misrepresentations and non-disclosure of material liabilities.
Due Diligence: Domestic US
General Business/Transactional Due Diligence
What do you really need to know to minimize the risk of a transaction? McCann combines both law enforcement investigation experiences with real private sector experience to bring to light the information that is not easy to find. What liabilities have the seller or joint venture partner not disclosed? What risks are hiding in the transaction? McCann helps to bring the relevant information to light. All transactions involve risk. Knowing is never perfect. However, the more you know going into a transaction, the more information you have to hedge risks and make better decisions.
McCann principals have bought companies and sold companies while serving as executives and private owners. We have been in your shoes. We have worked with hundreds of companies while they have worked through the delicate process of evaluating target businesses and assets. The due diligence process varies for different types of companies. The relevant areas of concern may include the financial, legal, tax, IT, environment, and market/commercial situation of the company. Other areas include intellectual property, real and personal property, insurance and liability coverage, debt instrument review, employee benefits and labor matters, immigration, and international transactions. It also may include discovering known and unknown liabilities, review of civil litigation, and identifying and understanding the competitive issues that may attempt to disrupt or interrupt a transaction.
International Due Diligence
In the Domestic United States, databases gather large volumes of information about people and businesses. This provides the due diligence process with large amounts of information to process and analyze. Internationally, the electronic trail is often times limited if it exists at all. The work in international due diligence involves “ground work” and often times involves research in the foreign language that the target individual or company has conducted business in.
The understanding of local culture, regional or national political issues, and the understanding of the nations judicial system is important in the international due diligence process. Having contacts at senior levels of business is also important when examining the business reputation of a firm or individual.
McCann has extensive international contacts in both the public and private sector, including current and former law enforcement, military and governmental officials, and private sector leaders from various international companies and local business leaders in diverse areas such as Eastern and Western Europe, the Former Soviet Republics, Asia, the Middle East, and Latin America.