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Due Dilligance

Expert Legal Due Diligence in Turkey | Secure Your Business Investments

Due diligence is a critical phase in commercial transactions, particularly in mergers and acquisitions (M&A), where it serves as a comprehensive appraisal of a business by a potential buyer. The due diligence process is designed to confirm the validity of the purchase, assess the value of the business, and verify all material facts related to the business, ensuring that the buyer is fully informed before finalizing the transaction. This phase also identifies any potential risks or barriers that might impact the decision to proceed with the acquisition. It’s typically conditional upon the due diligence stage being satisfactorily completed, which usually lasts from two weeks to one month but can vary depending on the transaction’s complexity and may be extended if needed.

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Legal Due Diligence

Legal due diligence involves a detailed examination of the business from a legal perspective. It includes the review of:

Corporate Records: Ensuring the company is properly incorporated, examining shareholder agreements, and the minute books of board meetings.

Asset Ownership: Verifying that the seller legally owns the assets they propose to sell.

Contracts: Reviewing material contracts such as leases, supplier agreements, and customer contracts to identify any obligations or liabilities that could transfer to the buyer.

Compliance Issues: Checking for compliance with laws and regulations, and whether there are any ongoing or potential legal disputes.

Intellectual Property: Assessing the scope and validity of intellectual property rights, including patents, trademarks, and copyrights.

Liens and Encumbrances: Searching for any claims against the company’s assets that might affect their value or transferability.

Business Legal Due Diligence

Business due diligence focuses on the operational aspects of the company:

Financial Health: Reviewing financial statements to assess profitability, revenue trends, and financial risks.

Customer and Supplier Analysis: Evaluating the stability and duration of relationships with key customers and suppliers.

Market Position: Understanding the company’s position within the industry, its competitive advantages, and potential market risks.

Operational Processes: Examining the efficiency and reliability of production and operational systems.

Employee Relations: Reviewing employee structure, union relationships, and any potential HR issues.

Types of Legal Due Diligence

The due diligence process is multifaceted, covering several specific areas:

  1. Merger and Acquisition Due Diligence: Focuses on integrating the aforementioned aspects with a special emphasis on how the acquisition fits into the strategic goals of the acquiring company.
  2. Financial Due Diligence: Critical for understanding the financial dynamics of the target company, scrutinizing everything from profit and loss statements to cash flow analysis and debt structures.
  3. Customer Legal Due Diligence: Essential for assessing the company’s customer base, including the concentration of major customers, contract terms, and the sustainability of revenue from these sources.
  4. Administrative Due Diligence: Involves checking the administrative aspects of the company, including facility conditions, IT systems, and administrative processes.
  5. Environmental Due Diligence: Looks at environmental compliance and liabilities, which can include legacy issues that might impose future costs.
  6. Human Resource Due Diligence: Analyzes employee skills, labor disputes, agreements, and other HR policies that could affect the future operations of the business.
  7. Asset Due Diligence: Reviews the condition and ownership of physical assets, real estate, and other significant properties.
  8. Intellectual Property Due Diligence: Focuses on valuing intellectual properties and assessing any potential legal disputes or challenges.
  9. Commercial Real Estate Due Diligence: Involves a thorough review of real estate holdings, terms of leases, and conditions of properties.
  10. Operational Due Diligence: Reviews the operational side of the business to ensure there are no significant risks that could affect future operations.
  11. Technical Due Diligence: Pertains to assessing the technical infrastructure, including software, hardware, and technology capabilities, especially important in tech-driven industries.
  12. Commercial Due Diligence: Looks at the broader market environment, analyzing competitors, market trends, and industry dynamics.

The thoroughness of the due diligence process not only provides reassurance to the buyer but also significantly impacts the negotiation phase of the transaction. Discoveries during due diligence can lead to adjustments in the purchase price, or even to the decision to abandon the transaction altogether. The due diligence report that concludes this process is a crucial document that guides the buyer’s decision-making, highlighting any significant risks and providing a detailed understanding of the target company. With us as your due diligence service provider, we will take care of each aspect so that you can make an informed decision.

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