<<

. 127
( 131 .)



>>

time or not to conclude a sale with any other party;
The seller nominates either a member of its own staff or of the target to han-
dle the due diligence enquiries from the buyer and its professional teams;
The buyer sends its in-house due diligence team to the target™s offices where
it is usually given a room or a data room is set up by the buyer (where the
seller wishes to keep the buyer away from its offices). Alternatively, the data
may all be sent to the buyer for it and its advisors to analyse at their own
offices;
The buyer instructs its accountants to commence due diligence. They will
also usually be based at the target™s offices;
The buyer and seller instruct their lawyers;
In addition to the commencement of preparation of documentation, the
buyer™s lawyers forward a set of preliminary enquiries to the seller™s lawyers.
Normally, the seller will warrant the accuracy and completeness of the writ-
ten responses;
The buyer™s lawyers are rarely based at the target™s offices;
At the same time as the due diligence teams commence work, the parties and
their lawyers start to negotiate the various agreements. These activities will
continue in parallel during the due diligence exercise, with the agreements
and their terms being amended to reflect the results of the due diligence
exercise;
The seller™s lawyers pass the preliminary enquiries to the seller™s nominee for
handling enquiries, who will arrange for the collation of requested documen-
tation and for answers to the buyer™s questions;
The seller™s lawyers will vet, filter and qualify the representative™s responses
and, where appropriate, restate them in their own terminology before send-
ing them to the buyer™s lawyers;
The documents the seller has collected will usually be indexed and sorted
into separate sets of folders known as the disclosure bundle. The written
responses will refer to the appropriate documents by their index number in
the disclosure bundle;
Appendix I “ Transaction due diligence documentation
714



The seller™s lawyers prepare further enquiries from time to time, based on the
answers to the preliminary enquiries and earlier further enquiries and results
of its independent information collection activities;
Omissions in the disclosure bundle and any gaps in the written responses by
the seller™s lawyers are made good during the negotiations with additional
written responses and deliveries of documents;
The buyer™s in-house due diligence team, if any, prepares their due diligence
reports;
The buyer™s accountants prepare their draft due diligence report. Often, this
is sent to the seller for comment on any inaccuracies;
The buyer™s lawyers may provide a due diligence report, which is not usually
provided to the seller; and
The negotiations concerning the warranties, which have been ongoing for
some time, are finalised close to exchange of the sale and purchase agreement;
The seller™s lawyers produce a draft disclosure letter, exempting facts and
documents from the warranties.
Index



A Data Protection Act, 37
Abbey National plc, 467 Disability Discrimination Act (1995),
Abbott, 481“2 335
Abramoff, Jack, 135 Emergency Preparedness and
Abrupt climate change, 645 Community Right to Know Act
Abuse, of workers, 328 (EPCRA or SARA Title III), 182
Academic research organisations, 217 Enterprise Act (2004), 234
Academy for Corporate Social Environment Act 1995, 440
Responsibility, 575 Environmental Protection Act 1990
Accountability, 47, 62, 78 (EPA 1990), 440, 474
and corporate giving, 121 FDCPA (Fair Debt Collection Practices
Acid rain, 473 Act), 308
Acquisitions and competitive advantage Gramm-Leach-Bliley Act, 90“91
best option, 99“100 Health and Safety at Work Act, 1974,
integration options, 99 377
priorities, 100 Health Insurance Portability and
tactics and price, 98“99 Accountability Act (HIPAA), 91
Acrylamide, in foods, 420“1 Human Rights Act, 652
Act Human Rights Act (1998), 276
Alien Torts Claims Act, 354 Human Rights Act 2000, 353
American Bankruptcy Act (1898), 169 Indian Wildlife (Protection)
Clean Air Act, 183, 220, 441, 475 Amendment Act (2006), 496
Coast Guard and Maritime Information Technology Act (2000),
Transportation Act (2006), 511 307“308
Companies Act 1956, in India, 600 Limited Liability Partnerships Act,
Companies Act 1994, in Bangladesh, 112“114
597 Oil Pollution Act, 183
Companies Ordinance Act 1984, in Pensions Act (1995), 207
Pakistan, 605 Amendments, 47
Comprehensive Environmental Personal Information Protection and
Response, Compensation and Electronic Documents Act
Liability Act (CERCLA), 182, 494 (PIPEDA), 91
Computer Misuse Act, 91 Public Interest Disclosure Act 1998,
Corporate Accounting Reform and 340“341
Investor Protection Act (2002), Racketeer Influenced and Corrupt
343 Organisations Act, 242
Corporate Killing Act, 376 Safe Harbor Act, 308
Index
716



Act (Contd.) AIDS, 383“4
SEC Investment Advisers Act (1940), Air emissions, 474, 523
39 Air pollution risks, see also Climate
Single European Act (SEA), 440 change
SOX, see Sarbanes-Oxley Act of 2002 greenhouse gases, 523
UK Anti-Terrorism, Crime and risk from, 524“525
Security Act (2001), 234 legislation bodies on, 450
UK Data Protection (DPA) Act, 308 peripheral pollutions
UK Disability Discrimination Act, case studies, 483“484
335“336 research and analysis, 482“483
UK Environmental Protection Act risk management, 484
1990 (EPA), 440 from production
UK private limited company and LLP air emissions, 474
Act, 113“114 case studies, 477
UK™s Environment Act 1995, 449 effects, 473“474
UK™s Environmental Protection Act health risks, 475
1990 (EPA 1990), 496 legal risks, 474“475
Unocal Alien Tort Claims Act 1789 research and analysis, 471“472
case, 364 risk management, 478“479
US Alien Tort Claims Act, 40 sector wise, 475“477
US Foreign Corrupt Practices Act shareholder risks, 475
(FCPA), 155 research and analysis, 523
US Internet Gaming Prohibition Act, from transportation
235 case studies, 480“481
Adverse business practices risk, 233“9 research and analysis, 479
risk management, 238“9 risk management, 481“482
Adverse marketing practices risk, 239“46 Air Quality Standards Regulations 1989
risk management, 242“4 (SI 1989 No. 317), 475
Advertising Standards Authority (ASA), Air Transport, 409
UK, 240 Air travel, health and safety issues,
Aerosols, 645 404
sulphate, 657 Albedo, 645
Afforestation, 645 Albright, Madeline, on human rights
Age discrimination, 330, 331“4 appraisals, 350
European perspective, 332“2 Alcan, 48, 365
UK perspective, 331“2 Alien Tort laws, 47
United States perspective, 333“4 Alien Torts Claims Act, 354
Aging population, 44 Allergenicity, food products, 419“20
Aggressive earnings targets, 540 Alliance of Small Island States (AOSIS),
Agriculture and genetically modified 645
organisms (GMOs), 252“253 Alliances, strategic, 300
Agriculture sector, external health and Allocation, 645
safety problems, 404, see also Amazon, 294
Food industry America Online, 241
Agroterrorism, 428 American Express, 200
Ahold, 134 American Red Cross, 118
Index 717



American Society of Heating, Aviva, 491
Refrigerating and Axa Insurance, 166
Air-Conditioning Engineers
(ASHRAE), 487 B
Amnesty International, 360 B&O, 442
Amvescap, 236 BAA, 156, 237
Analyst, 645 Back pain, occupational, 384
Ancillary benefits, 645 BAE Systems, 234
Anderson, David, 506 Balfour Beauty, 374
Anderson, Sherry, 44 Balance sheet, 646
Angwin, D., 99 Bangkok Mass Transit System case
Annan, Kofi, on global warming, 51, study, 538
518“519 Bangladesh, corporate governance in,
Annex A, 646 597“599
Annex B, 646 initiatives on, 598
Annex I Parties, 646 institutional investors, 598“599
Anthrax attack, 428 legal system, 598
Anthropogenic emissions, 646 Bank of Scotland, 220, 238
Anti-Terrorism, Crime and Security Act Bankruptcy, 170“1
2001, UK, 134, 234 Bankruptcy Reform Act (1978), 170
Antibiotic residues in foods Banks, 36, 58, see also Financial
dairy foods, 419“20 institutions
honey, 420 compliance risk management, 67,
Apex Footwear, 598 74“6
Apple Computers, 363 environmental issues, 448
iPod Nano, 246 Barclays Bank plc, 237, 245, 389, 393
Argos, 487 Barroso, Jos© Manuel, 528
Arthur Andersen conduct, Barry, Mike, 245
repercussions, 559 Bartholomew, Gilbert, 370
Asbestos exposure, 372“3, 383, 384, Basel Convention, 403
414, 470 Baselines, 646
Asda, 437 Base year, 646
Asia-Pacific Group (APG), 142“3 BASF, 487
ASOS, 165 Basket of gases, 646
ASSOCHAM BPO research study, BAT plc, 415“16
305“11 Baycol lawsuit, 9
Assigned amount, 646 Bayer AG, 417
Association of British Insurers™ (ABI), Bear Stearns, 236
521 Ben & Jerry™s, 35
guidelines, 213 Bernstein, Peter, 3
AstraZenica, 188 Best-in-class, 646
Audas, Harry, 529 Best practice compliance guidance, 68
Atmospheric brown clouds, 524 Beximco, 599
Auditor independence, in SOX, Bhopal incident in 1984, 441
559“560 Bi-lateral relationships, against
Automobile industry, 404 economic crime, 143
Index
718



Biocapacity, 493 culture, strategy, performance, risk
Biodiversity, 646 and business continuity, 687
and nature conservation, 450 dependency management, 688“689
Biotechnology, growth of, 43 governance, good practice, standards,
Bioterrorism regulation, and law, 686“687
as business model, 427“428 maintenance, benchmarking,
consumers ignorance, 427 assurance and audit, 690“691
in food production, 426 people™s role, 689
lessons gained by bioterrorist rehearsals and exercising of plans and
incidents, 428 risk decision making, 690
limitation and prevention of, 429“430 relationships with emergency and
promoters of, 427 governmental services, 690
threat to food supplies and public risks, 686
health, study, 425“431 stakeholders and their role, 686
trade interest and threat to food technology exposures and continuity,
supply, 426 688
Bird flu, 421 values of insurance products in crisis
Black carbon aerosols, 646 situation, 689
Book value, 646 Business continuity management cycle,
Boots Company plc, 406 687
Bowden, Wilson, 284 Business impact analysis (BIA), 687“688
BP plc, 466 application and uses, 688
Brand equity, 646 Business intelligence and technology
Bribery, see Economic crimes, as risks, 257“258
business risk Business interruption and risk
British Airways, 232, 234 management
British American Tobacco, 468, 498 Asian tsunami, 162, 164
British Medical Association (BMA), 409 avian flu, 164, 177“179
British Telecom, 232 barriers to contingency plans
Bruntland Commission in 1987, 437 and alignment with company
Bryant Homes, 467“468, 498 business plans, 168
BT Group plc, 467, 478, 481, 489, 505 issues for SMEs, 165“167
Bubble, 647 role and influence of business
Business case, 647 security managers, 167“168
Business Charter for Sustainable value of facilities, 168“169
Development, 438 Buncefield oil refinery fire incident,
Business continuity and crisis 164“165
management syllabus continuity planning and operational
business continuity management risk management, 171“172
cycle, 687 crisis management plan, 183“187
business continuity tools and educational programmes, 197“198
principles, 689 environmental and human health
business impact analysis (BIA), damage, 176“182
687“688 Hurricane Katrina disaster in the US,
communications in crisis, 690 164
continuity plan and its role, 691 insolvency and meaning, 169“171
Index 719



insurance issues, 187“195 Carbon sinks, 647
legal liabilities, 182“183 Carbon taxes, 647
Pakistani earthquakes, 164 Case studies
physical work of rebuilding, 195“197 agriculture and genetically modified
public relations issues, 183 organisms (GMOs), 252“253
recovery process, 162“165 air pollution, 477, 480“481, 483“484
risk management practices, 172“175 Bangkok Mass Transit System, 538
source of threat to costs and revenues, corporate manslaughter, 108“109
163 corporate power risks, 234“236,
terrorist attacks, 186“187 240“242
US perspective, 176 corporate social responsibility (CSR)
Business organisations in India, 578“579
financial risks in, 372“373 energy usage risks, 490
health and safety risks and trends in, Enron, see Enron case study
371“372 external health risks, to customers
response to risk and human rights and public, 406“407
challenges, 348“349 on food health and safety issues,
Business practice risk, 647 recently emerging by Raj Patel,
Business process changes, 34“35 418“425
Business risks, 613“614 food sector issues, 410
definition, 539 Indian BPO industry, see Indian BPO

<<

. 127
( 131 .)



>>