A private equity transaction, ie a buyout, venture capital or development capital transaction, will involve the investment by a private equity (or venture capital) fund investor (the investor) in the securities, eg shares and loan notes, of a private limited company incorporated in England and Wales (Company). In a venture capital or development capital transaction, the investor will invest directly in securities of the Company/its group, becoming a shareholder in the Company alongside the founders of the business. In a management buyout transaction (MBO), the investor will also invest in securities in a newly established Company (or group of companies) which will be formed to carry out the acquisition of a target company or business (target) pursuant to a share purchase agreement (SPA) or asset purchase agreement (APA). In such transactions, the investor will hold shares in the Company alongside target management, who post-acquisition of the target will also hold securities in the Company/its group. This fundamentals note explores some of the key aspects of the due diligence and disclosure processes,

This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Timing Due diligence will normally be carried out after the parties have signed heads of terms and put confidentiality provisions in place. The due diligence process will then run concurrently with the negotiation of the principal sale documentation (share purchase agreement and related ancillary documents) and equity documentation (investment agreement, senior debt (loan facility) agreement and, if necessary, loan note instruments). The majority of the due diligence should be conducted during the early stages of the transaction so as to ensure that the parties can negotiate appropriate warranty and/or indemnity cover in the formal documentation, and also the seller's and target management’s disclosures against their respective warranties. The disclosure letters will be drafted and negotiated alongside the negotiation of the share purchase agreement and investment agreement, respectively, and will be executed at the same time as those documents. The first draft of the disclosure letter will generally not be prepared until after due diligence is substantially

This Practice Note is part of the Share purchase transaction collection. Timing Due diligence will normally be carried out after the parties have signed heads of terms and put confidentiality provisions in place. The due diligence process will then run concurrently with the negotiation of the principal sale documentation (share purchase agreement and related ancillary documents). The majority of the due diligence should be conducted during the early stages of the transaction so as to ensure that the parties can negotiate appropriate warranty and/or indemnity cover in the share purchase agreement, and also the seller's disclosures against such warranties. The disclosure letter will be drafted and negotiated alongside the negotiation of the share purchase agreement and will be executed at the same time as the share purchase agreement. The first draft of the disclosure letter will generally not be prepared until after due diligence is substantially underway and an initial draft of the share purchase agreement has already been circulated. What happens during this phase? Due diligence The buyer will conduct legal,

Due diligence In common with mergers and acquisitions (M&A) transactions generally, prior to executing an acquisition in the context of the oil and gas sector, a buyer will want to ensure that it has undertaken satisfactory due diligence on the relevant assets (and/or entity in the case of a share purchase). Any relevant findings may provide the buyer with the opportunity to negotiate certain specific warranties and/or indemnities in the acquisition agreement. However, the nature of the assets being acquired in the oil and gas sector and the business environment which applies means that there are a number of sector-specific areas of due diligence. This Practice Note includes particular focus on these sector-specific areas. For content on M&A transactions more generally, see: Due diligence and disclosure (share purchase)—overview and Due diligence and disclosure (asset purchase)—overview. The key documents typically encountered at the early stage of the due diligence process are as follows: • a ‘teaser’ • a confidentiality agreement • an information memorandum and process letter, and • a first draft of the

What does this Practice Note cover? This Practice Note discusses the due diligence process for an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. The offering documentation, due diligence, legal opinions and comfort letters for Rule 144A/Regulation S debt offerings are often very similar in many respects to those provided in registered offerings. This Practice Note focuses on the due diligence process that is conducted by the initial purchasers and their counsel. Why conduct due diligence? A due diligence investigation is a critical component in an initial purchaser’s decision to undertake an offering. The due diligence process enables the initial purchaser to evaluate the relevant legal, business, and reputational risks of the offering and its documentation. Practitioners generally believe that Rule 144A and Regulation S offerings do not subject the issuer and the initial purchasers to the liability provisions of Section 11 (15 USCS § 77k) or 12(a)(2) (15 USCS § 77l) of the Securities Act of 1933, as amended (the

This Practice Note introduces the importance of having proper due diligence processes when planning the outsourcing of services. It considers the key factors to be considered at each of the three suggested due diligence phases in an outsourcing project, including the customer's internal due diligence, the customer's due diligence on the supplier, and the supplier's due diligence on the proposed outsource transaction. It then considers some approaches to dealing with problems that often arise with due diligence in an outsourcing context. Due diligence is the name given to the process by which the factual and legal background to a transaction is collated and assessed. Whereas in M&A transactions due diligence typically only involves the purchaser carrying out due diligence on the acquisition target, in outsourcing due diligence should be a two-way process with the supplier assessing the customer’s proposed outsourcing project and the customer assessing the supplier’s ability to provide the services. This Practice Note covers the following: • Approaches to due diligence • Customer internal due diligence • Due diligence on the supplier • Supplier’s due diligence • Managing

This Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of due diligence, its potential scope, the approach taken on hostile takeovers, shareholder information that a bidder is entitled to request, issues under the City Code on Takeovers and Mergers (Code) such as the requirement to provide equal information to competing bidders and how the offeree can protect its position through the use of confidentiality agreements. Purpose Due diligence provides a buyer with the opportunity to investigate the affairs of the offeree business, to verify that it is trading in accordance with market expectations and that there are no significant commercial, financial, legal and regulatory issues that would impact on price or the buyer's willingness to proceed with the transaction. The due diligence exercise may also influence how the transaction is structured and may identify issues that need to be resolved before the offer can proceed (eg competition notifications or clearances). It is a fundamental concept of the Code that an offeror should announce a firm intention

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It is submitted by the buyer’s solicitors to the seller and is intended to elicit information'>material information about the target company/target business. The questionnaire is usually based on a detailed pro forma but should be tailored to the specific transaction. The seller’s solicitors will usually co-ordinate the responses to the questionnaire, with specialist lawyers (eg employment, property, etc) dealing with responses relevant to their area. The seller’s solicitors will then index the documents supplied and give the buyer access to those documents.

1 General Company name [Insert company name] Address [Insert address] Principal country of business [Insert country] Other countries of business [Insert country] Primary Contact(name, title and contact details) [Insert primary contact] What are the hours of operation? [Insert details] What is the pricing structure? [Insert details] What is the supplier's reputation in the industry, and how is its relationship with regulators? [Insert details] 2 Technology and functionality How does the system flag transactions and/or activities requiring

When selecting an e-verification provider, you must able to demonstrate an adequate understanding of the providers (i) inputs to the system; (ii) the data sources used by the system to verify identity; (iii) the outputs from the system and what they mean; and (iv) how the system complies with relevant sections of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended. You should also consider whether the provider’s systems provide appropriate protection against AI-enabled identity fraud, including deepfakes and other impersonation techniques, particularly where they are used for remote onboarding or digital identity verification. Completing this questionnaire should help you make a risk-based determination of whether the particular provider’s systems, given its level of assurance, provides an appropriate level of reliability and independence in light of the potential risks. 1 General Company name [Insert company name] Address [Insert address] Principal country of business [Insert country] Other countries of business [Insert country] Primary Contact(name, title and contact details) [Insert primary contact] What are the hours of operation? [Insert details] What is the pricing structure? [Insert

It is prepared by the buyer's solicitors on the instructions of the buyer and comprises a detailed review of the target company and its business/the target business. It sets out, in detail, the results of the diligence'>due diligence exercise (whether commercial, legal, tax, financial or otherwise) and issues to be brought to the buyer’s attention. An ‘exceptions’ report is a shorter version of this report that details only exceptional matters of particular relevance to the proposed transaction and important to the client generally. This may be preferable for the client, if for example, there is a limited time available to conduct the review or the client has sufficient information on the target company/business.