Commercial Due Diligence

Transcription

1 Solutions For All Situation Commercial Due Diligence February

2 Who we are RHT Forensics & Disputes Advisory (RHT FDA) is an independent risk management consultancy specializing in helping organizations manage integrity and compliance risks issues in any environment. The unique combination of our services, supported by a vast network of strategic partners and alliances, gives us expansive geographical reach to ensure clients receive the best "in-time" bespoke solutions, effectively solving their problems in the best way possible. RHT FDA objective is to provide clients with comprehensive and practical expert analysis, strategic planning consultancy and in-depth investigations all ground out expertly with an excellent feel of the sensitive political issues in the background. Our team includes former prosecutors, law enforcement officers, intelligence operatives and accountants. RHT Forensics & Disputes Advisory is a subsidiary of the RHT Group of Companies 2

3 What we do Corporate Intelligence (Pre-Transaction) Research / Field Investigations (Post Transaction) Compliance / Awareness Programs Commercial Due Diligence, (including Pre-IPO screening) M & A or Joint Venture Due Diligence Business Partner Review Key Hires Assessment / Pre-employment Screening Asset Assessment Intellectual property violations Corruption and corporate sabotage research Financial Fraud Violations Forensic Accounting Asset Tracing Litigation Support Internal Investigation Policies Anti-corruption programs Whistle-blowing programs Compliance Programs Corporate Protocols and Procedures Fraud Awareness Training KYC / Partner Review AML Check 3

4 ADVANCED BASIC Understanding Commercial Due Diligence (CDD) Common Objectives of CDD To verify integrity of Key Personnel or Management Staff To verify projects and targeted investments To check accuracy and veracity of information given To authenticate all relevant information available CDD will be carried out on a 2-Level Risk Based Approach for all cases Level 1 Research on the company and its key personnel or management staff using publicly available information sources and proprietary data-bases. Level 2 Includes all Level 1 checks and in addition, covert intelligence operations and site visits involving professional field operatives, to provide deep search and discreet inquiries to uncover undisclosed information or activities that may be adverse to the investment and interests of stakeholders. 4

5 The CDD Process 1. Instructions from client 8. Final report within 25 days 2. Analyze objectives & scope 7. Interim report within 14 days 3. Determine timelines 6. Red flags & risks discussed 4. CDD Level 1 5. CDD Level 2 5

6 CDD Level 1 SCOPE & METHODOLOGY 1. Understanding subjects & risks 2. Profiling subjects & identifying potential risks CDD Level 1 Checks & Research Public Domain: Newspapers etc On Company Corporate profile and background checks: Structure, assets, intellectual property interests, licences or other proprietary interests. On Key Management Staff Personal background and information (public domain) Adverse record (Litigation & Insolvency checks) Internet & Other Media Proprietary Databases Current or foreseeable investments and activities. Adverse record and background checks (Litigation & Insolvency checks). Global compliance & regulatory checks (Sanction & Watch List, PEP) Other business involvements or interests (directorships, shareholdings, representative etc.) Global compliance & regulatory checks (Sanction & Watch List, PEP) 6

7 CDD Level 2 SCOPE & METHODOLOGY CDD Level 2 1. Deep-dive and covert operations for in-depth review and acute assessments 2. Covering wider and deeper than the usual public domains in Level 1 Discreet Enquiries Intelligence Collation Site Visits & Observations Targeted Reviews We use our vast network of relevant Industry Contacts & Sources (e.g. employees, suppliers, customers and competitors) to check on Company for: Reputation & industry standing, performance & track record, Undisclosed unethical business practices Political affiliations and risks Regulatory breaches in past transactions, Money laundering, terrorism financing risks and other Compliance issues (AML). We use our vast network of relevant contacts in local and international government agencies (including enforcement agencies such as police), business consultants and advisors, media, etc. to obtain intelligence on: Possible links to organized crime or criminal syndicates Questionable source of wealth Corrupt practices, and relationship with key customers & suppliers, Undisclosed conflict of business interests and suspicious business arrangements We use our field operatives to conduct physical visits and in a covert and professional manner: Check on addresses of office, worksites and assets to verify accuracy of information Check on actual operations Check on associates or affiliates of key targets for criminal or suspicious activities Check on general lifestyle or targeted movements of key figures for suspicious or criminal associations Review all inputs from both Level 1 and 2 for comprehensive assessments. Identify red flags and risks areas for further assessments/discussions with clients Provide guidance to clients on difficult issues or assessment areas, based on findings. Provide consolidated findings in report with professional advice and guidance 7

8 CDD Level 1 & 2 SCOPE SUMMARY Level 1 Level 2 CHECK ITEMS Profile or Background and historical Information of target company and key figures Business interests of target company and key figures Bankruptcies and insolvencies Civil litigations (present and pending, and also against associated and affiliated companies and subsidiaries) Regulatory breaches and enforcement actions Adverse media attention (newspapers and internet etc.) Global Compliance Watch List and Sanctions Lists Discreet enquiries (Field) Business Intelligence Collation (Field & Desk) Site visits & observations (Field) 8

9 Relevant Compliance check list GLOBAL COMPLIANCE WATCH LIST AND SANCTIONS LISTS Global Sanctions Lists PEP (Politically Exposed Person) Money Laundering Financing of Terrorism MAS (Monetary Authority of Singapore) and other local Financial watch lists Suspected Drug Trafficking Activities 9

10 Professional FAQs Our Expertise Timelines Pricing 10

11 Our Expertise Sharp & Focused Probing Huge network of ASEAN cities Experienced in field-work intelligence collation Flexible, Bespoke & Well-crafted Solutions Professional, Discreet & Covert Expert investigators 11

12 Timelines Timelines & Reporting Consultative approach - planning & discussion throughout to achieve targets and objectives First Interim Report in 14 days Complete & Final Report in 25 days Interim reporting to update status of enquiry or investigations Red flags & significant findings reported immediately when surfaced 24/7 approach - continuous communications throughout via , phone or face meetings 12

13 Pricing Quotes are all inclusive, covers all operations and no hidden costs Level 1 fees starts from as little as S$5,000 onwards Level 2 (which includes Level1) fees starts from S$12,000 onwards Fees include changes, clarifications and follow-up checks 13

14 Office details > RHT Forensics & Disputes Advisory Pte. Ltd. Six Battery Road #10-01 Singapore Tel Fax Key Contact Billy Huang Consultant billy.huang@rhtfda.com This presentation is intended for general information and to highlight issues. While we endeavour to ensure its accuracy and completeness, we are not liable for any loss or damage arising from any reliance thereon. It is not intended to apply to specific circumstances or to constitute legal advice. RHT Forensics & Disputes Advisory Pte. Ltd is incorporated in Singapore (UEN No E) and is a separate legal entity under the RHT Group of Companies. It is not an affiliate, branch or subsidiary of RHTLaw Taylor Wessing LLP, which is a Singapore law practice separately registered as a limited liability law partnership in Singapore. 14