Due diligence is a decision tool.
The purpose of legal due diligence is not to generate a checklist for its own sake. It is to determine what could affect the value, enforceability, control, timing or risk profile of a transaction.
Esmeralda conducts and coordinates legal due diligence for investments, acquisitions, partnerships, real-estate transactions and commercial relationships involving Venezuelan entities or assets.
The review follows the transaction.
Not every matter requires the same review. The scope should be tailored to the transaction, the target, the assets involved and the decisions that need to be made.
Depending on the transaction, the scope may include:
- Corporate existence and standing
- Ownership and capital structure
- Shareholder rights
- Directors, officers and signing authority
- Powers of attorney
- Corporate books and minutes
- Material contracts
- Financing and security arrangements
- Real estate and material assets
- Licenses, permits and regulatory matters
- Litigation and disputes
- Labor and employment matters
- Intellectual property
- Compliance matters
- Tax issues in coordination with tax/accounting review
- Related-party arrangements
- Change-of-control restrictions
- Material legal contingencies
Know the entity behind the transaction.
For commercial relationships and market-entry projects, the central question may not be an acquisition target but a local counterparty.
We can review corporate existence, ownership, authority, relevant documentation, material contractual exposure and other legal information necessary to assess whether the proposed relationship presents issues that should be addressed before execution.
From findings to transaction decisions.
In acquisition and investment matters, a useful due diligence process should distinguish between information that is merely incomplete and issues that may require a price adjustment, contractual protection, condition precedent, remediation or a decision not to proceed.
Our work is organized to help decision-makers understand the legal relevance of the findings rather than simply receive a volume of documents.
Red flags
Issues that may materially affect the transaction or require immediate attention.
Protections
Matters that may be addressed through conditions, representations, covenants or other transaction protections.
Execution
Items that require remediation, documentation or post-closing follow-up.
Due diligence also applies to assets, not only companies.
Real-estate and asset transactions may require review of title, ownership, authority, encumbrances, occupancy, contractual rights, permits and other matters that affect the ability to acquire, use or control the asset.
Clear findings for people making decisions.
The final work product should make it possible to identify what was reviewed, what remains outstanding, which issues are material and what actions may be required before signing, closing or proceeding with the relationship.
Depending on scope, the work product may include:
- Executive findings
- Red-flag matrix
- Document gaps
- Legal risk observations
- Recommended follow-up
- Transaction-specific action items
Before you sign, invest or acquire, understand what sits behind the transaction.
If you are evaluating a Venezuelan company, asset, partner or transaction, Esmeralda can define an appropriate due diligence scope and coordinate the legal review.