due diligence ‘the legal side of due diligence’ cvu seminar 4 december 2015 kathleen kwan,...

Due Diligence‘The Legal Side of Due Diligence’CVU Seminar 4 December 2015

Kathleen Kwan, Director of Legal Services and University Solicitor

How do you compile the questions?

• Its not one size fits all

• Beware the tick box mentality

Common issues with due diligence

•Timing – when is the right time?

•Involve the other party (or parties) early to ensure due diligence wont surprise them

•Are we already committed? The hazards of MOUs

•Has anything been signed?

Common issues with due diligence

• Governance– Legal capacity of each party– Type of legal entity impacts on how that

entity will enter into a contract and operate

• Structure of the collaboration

• ICT compatibility

Common issues with due diligence

• Finance issues– Business plans? Are you including the opportunity cost?– Funding – terms can impact a number of areas

• Money laundering risks and anti-bribery compliance

• Modern Slavery Act

• Prevent

• Insurance – type and scope

Common issues with due diligence

• Staff issues– Local staff considerations, labour laws and

recruitment practices– UK staff considerations, permits and entry

requirements– UKVI – a changing context– Exits from collaboration and impacts on

staff

Common issues with due diligence

• Other areas:– Brand protection – IP and trade marks– Extra territorial issues– Governing law for a contract– Tailoring further questions based on initial

replies

• Making an informed decision