This book brings together practical information on legislation, primary sources, codes and best practice guidance in one volume. A practical handbook for business directors who wish to minimise financial, legal and reputational risks, it combines all matters concerning corporate governance with due diligence issues and in doing so provides you with the information and tools you need to help you protect your business when under taking due diligence, particularly when making international acquisitions. This book provides clear guidance and case studies to help all involved understand the complexity of issues and to demonstrate the detailed work that is necessary both to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems, for example through damage to corporate reputation that more that offsets the targeted benefits.As high profile business failures tarnish the reputation of international business it is essential that business responds by having the policies and practices in place in day-to-day operations and in particular, as this book demonstrates, when a major business development such as an acquisition is being implemented. Following the initial era of codes in the UK and regulation in the USA and major debates as regards the best approach to corporate governance in the common law countries, controversy has developed over which approach is really more appropriate for business planning purposes and risk management. Given the trend for many UK companies listed on the US market to de-list in favour of the more British approach to corporate governance and in light of more European corporate scandals this book provides a comparative analysis of the European frameworks for governance.The EU approach and the individual jurisdictions of Germany, Italy, the Netherlands and France, in terms of their practical success or failure (with case studies)is covered. With the debate over an EU Constitution and the political stance of Germany (under the Merkel leadership) during its Presidency to revive the Constitution, this book assesses the EU approach generally at a time when the competitiveness of companies and key business sectors must consider the thrusting economies of India and China in particular. The link with competitiveness is an increasingly crucial matter. In connection with due diligence, this book provides an update of the business world in light of the world's economy and links corporate governance, risk management and business planning to reflect such business, political and regulatory trends and changes.In recent years there has been much comment and feedback on the effectiveness of the Sarbanes-Oxley approach to corporate governance and many updates on business ethics and sustainability issues, which this book also covers in the context of due diligence. In addition, since there has been a major shift in business awareness to develop, or be seen to develop, a more enlightened approach to climate change coverage of this area is include in this book in the appropriate context of governance, risk management and business planning, as well as the trends in different parts of the world (USA (and some others - many others!). There are case studies within this book on how business is operating in order to respond to this issue with an international dimension and comparison.The whole debate over being carbon neutral has impacted on the airline industry in particular and has relevance to how industry sectors should balance the interests of the different stakeholders and cope with rather fast attitude changes of the media and public (and the regulators). The importance of energy security has raised key competitiveness issues of major interest and commercial significance. Moreover the angle of fraud in this sector has become more evident. The area of energy security within this book is tied into ethical accounting, fraud, risk and economic crime
Ch. 1 Introduction and traditional due diligence 1
Ch. 2 Due diligence in corporate finance 51
Ch. 3 Money laundering and terrorist financing 71
Ch. 4 Trends and drivers for due diligence and corporate governance 89
Ch. 5 Key due diligence and corporate governance management issues 151
Ch. 6 Commercial due diligence case studies 211
Ch. 7 Reputational due diligence and risk management 247
Ch. 8 Cultural due diligence 285
Ch. 9 Information technology and e-commerce : issues of due diligence, risk management and corporate governance 305
Ch. 10 Corporate governance issues 345
Ch. 11 The Sarbanes-Oxley Act of 2002 381
Ch. 12 International dimensions and corporate governance : the Indian perspective 415
Ch. 13 International dimensions : corporate governance in Hong Kong special administrative region and the People's Republic of China 471
Ch. 14 International dimensions : corporate governance in Australia 497
Ch. 15 Corporate governance in Japan 519
Ch. 16 Environmental due diligence and risk management : sustainability and corporate governance 535
Ch. 17 Charity considerations : issues of transparency and governance 643
Ch. 18 Governance in the family, the family business and family trusts 657
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