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Due Diligence
Šmídová, Jekaterina ; Králíček, Vladimír (advisor) ; Müllerová, Libuše (referee) ; Jiroudek, Jaromír (referee)
One of the main strategic goals of an owner is the growth of their company. To seek company growth in todays ever changing world, company owners and their management frequently turn to the discipline of mergers and acquisitions (hereinafter M&A). This M&A focus is evidenced by the sustained long term growth of the M&A markets, which for example in the Czech Republic alone amounted to a 38% increase between the years 2015 and 2016. The transaction decision making process takes place with an information deficit to the detriment of the buyer. 50% to 70% of transactions will be identified as not meeting the expectations of the buyer, and this is in large part due to the information deficit on the part of the buyer. This thesis takes as its subject due diligence, a tool that enables the buyer to mitigate (but never to fully overcome) the risks brought about by the information deficit. The due diligence process enables the buyer to gather information on the target company and to get to know it in greater detail prior to assuming the full risks of ownership. Due diligence becomes a key component of the M&A process, with direct impact on the transaction valuation and evaluation of the future performance of the target company. This thesis will provide all parties interested in the M&A process with an overview of both general and specific characteristics of the due diligence process and its key components. It will also widen the traditional understanding of the due diligence process, shifting it from a mere pre-investment check-up to a more complex and robust process, that includes the setup of post transaction integration guidelines. The purpose of this thesis is to provide an analysis of the due diligence process in its wider connotations, with emphasis on financial due diligence and post transaction integration. As part of this analysis the key milestones of the due diligence process were identified, and their influence on the increase of the likelihood of a successful M&A process is examined. Based on the stated purpose of this thesis a null hypothesis was formulated (and the analysis and evaluation of the said hypothesis is the goal of this thesis): Due diligence, in its traditional understanding, is a fundamental support tool for the successful realization of mergers and acquisitions. The methodology applied to the examination of the null hypothesis comprises the detailed analysis of information from specialized and academic publications, their theoretical evaluation and comparison to case studies. In line with the stated goal and its hypothesis, this thesis is structured into six chapters. The first chapter defines the term theory of a company and examines the basic economic reasons for the creation and existence of companies. The second chapter describes transactions dedicated to companies and focuses on the underlying reasons for undertaking transactions, and their effect on the methodology of due diligence. The third chapter defines due diligence, describes the process and its key components, and provides theoretical recommendations. The fourth chapter focuses on the practical undertaking of a due diligence process, and examines the applicability of the theoretical recommendations in real life. The fifth chapter examines the post-transaction components of due diligence. The sixth chapter focuses on examination of factors critical to the undertaking of a due diligence, and also on the contractual tools available for the mitigation of the inherent risks. The sources of information for this thesis are mainly, but not limited to, foreign specialized and academic literature focused on mergers and acquisitions, international and local published research, and own research undertaken for the purpose of this thesis. The detailed analytical work undertaken and described in this thesis enabled the evaluation of the null hypothesis and the completion of the stated thesis goal.
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Audit of financial statements and the comparison with due diligence services
Dvořáková, Sabina ; Roubíčková, Jaroslava (advisor) ; Králíček, Vladimír (referee)
The aim of this thesis is to describe a process of audit and due diligence of an accounting entity. The work is devided into two parts, the first part is theoretical and the second one is practical. The theoretical part is focused on description of audit including audits procedures. This part is followed by determination of due diligence, which continues with differences and comparison of both these processes. Within practical part audit of financial statements and process of due diligence are performed in different accounting entities.
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Due Diligence
Slonka, Tomáš ; Smrčka, Luboš (advisor) ; Podola, Petr (referee)
The masters thesis on due diligence focuses on the practical use of due diligence. The aim of this thesis is to identify risks for the investor, examples of adjustments to EBITDA, net debt and net working capital and calculate the value of the target company compared to the value offered by the real investor on the market.
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Liability of governing bodies of limited companies
Vitha, Petr ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
- Liability of governing bodies of limited companies The thesis deals with the liability of governing bodies of limited companies in the light of the recodification of private law. The given topic is becoming increasingly acute in the Czech legal environment, especially with regard to the codification of due diligence and the business judgment rule in the basic acts of private law, namely the Civil Code and the Business Corporations Act. The aim of this work is to provide a comprehensive insight into the problems of the concept of liability within the Civil Code and a view into the Business Corporations Act and the ensuing liability of governing bodies of limited companies. In the first chapter of this thesis, various key concepts, which are used and elaborated throughout this paper, are analyzed and defined. The concept of liability is analyzed in terms of a historical perspective - both from the so-called prospective and retrospective conception to the conception contained in the Civil Code. The concept of a statutory body (governing body) is analyzed both in terms of rules contained in the Civil Code and in terms of the different specificities of the Business Corporations Act including the analysis of directors of a limited company and the board of directors of a joint-stock company. The second...
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Real Estates Legal Due Diligence
Kraft, Martin ; Mikeš, Jiří (referee) ; Pohl, Tomáš (referee)
- 1 - SUMMARY The parties to the real estates transactions need to have sufficient warranties that they will obtain the valid ownership title to the real estates property. The legal due diligence (or title due diligence) is the way to confirm the existence of these warranties (or confirms that these warranties are not present). The objective of due diligence for example for the buyer is to confirm that there is no legal issue concerning the ownership title to the property. Most of the real estates in the Czech Republic is registered with the Land Register. The Land Register maintains a database of plots of land, certain constructions (described by a law) and residential and non-residential units in the Czech Republic. The entry into the Land Register is, in practice, generally regarded as a proof of ownership title. Until 1993, it was possible to effectively transfer ownership title to real estate without recording the appropriate entry in the Land Register. As a result, register entries made prior to 1993 cannot be relied upon alone to demonstrate the proof of ownership. This thesis therefore describes the Land Register, its historic development, contemporary way of registrations and the matter registered within the Land Register. Beside the Land Register, the thesis also describes other sources of...
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Global Witness´s influence on forming of conflict mineral legislation
Lukeš, Jakub ; Zemanová, Štěpánka (advisor) ; Trávníčková, Zuzana (referee)
The thesis concers the issue of conflict minerals in the Democratic republic of Congo. The situation in the country has been monitored by the NGO Global Witness for decades. Human rights violation, illicit trade followed by exporting of minerals out of the country, have been supervised by militaristic rebel groups. As a result these groups have been indirectly founded by international corporations.The aim of this thesis is to evaluate the performance of Global Witness at the agenda setting of conflict minerals, including a critical assessment of legislative measures.
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Company's strategic change due to merger or acquisition
Smolíková, Lenka ; Rais, Karel (advisor)
The dissertation’s subject matter is mergers and acquisitions (“M&A”). The reason standing behind the dissertation is the ever growing number of announced M&A transactions around the world. The research shows why M&A are important for the company management and why managers today see them as one of the greatest challenges. The work includes a chapter dedicated to the history of M&A and its current state, which has been affected by the financial crisis. One of the main objectives of the dissertation is to connect the economic and legal views on M&A. The work confronts theoretical knowledge with actual M&A cases. In order to provide a clearer understanding of M&A, cases of both successful and unsuccessful M&A transactions in various industries are described. The dissertation includes a detailed description of the specific stages in the M&A process. It deals with the preparatory stage, due diligence, implementation, and the subsequent integration of the two and more merged companies. The dissertation also provides evaluation of the individual stages’ importance. Special attention is given to the most frequent problems occurring during the entire M&A process: human resources and the integration process. In addition, the dissertation responds to the changes in economic environment that took place between the economic boom, at the beginning of the millennium, and the recession that commenced in autumn 2008. It also shows possible future developments in M&A. The dissertation was based on a review of the existing secondary sources; on primary research in companies with experience in M&A, and on collaboration with the tutor and other experts in the M&A field. On the grounds of secondary sources review, primary research, and discussions with experts, a guide on how to successfully implement an M&A transaction was prepared. The dissertation is to serve for didactic purposes in educating future managers, as a guide for companies’ management which implement M&A transaction, and should provide a basis for further research and scientific work in the M&A field. The dissertation’s conclusion evaluates hypotheses formulated prior to its elaboration.
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Analysis of the development project for the construction of an administrative building in Brno
Kolařík, Jan ; Šebesta, Petr (referee) ; Šmahel, Milan (advisor)
The aim of this diploma thesis is determine feasibility and profitability of property development project at particular lands in Brno. Solution of problem includes both, the legislative part that determines possibility lands focused on change of territorial plan and the financial part that estimates costs and revenues in project balance and potencial profits for investor, if project will be realized. Main result of this diploma thesis is to answer the question, if property development project should be realized at particular lands in question and estimate future value of lands and project. Diploma thesis \uv{Analysis of the development project for the construction of an administrative building in Brno} is useful for everyone, who needs estimate potential of a land for profit from realization of property development project.
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Private Equity as a Form of Investment
Bolf, David ; Luňáček, Jiří (referee) ; Zinecker, Marek (advisor)
The diploma thesis deals with the different ways of investment in Private Equity. The work is focused on investment decision making, investment process and due diligence. In the analytical part, the author evaluates the results of the questionnaire, which focuses on the factors of investment decision. Factors that investment decisions are divided into three categories examined by the author.
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