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Article Check - Fifteen Areas Reviewed in a Due Diligence Study
EFT transactions are transmitted through an automated clearinghouse. This is known as an ACH operator and is a secured and preprogrammed system. It functions as a clearing facility controlled by private organizations or a Federal Reserve Bank and is a recognized system for inter bank electronic fund transfers. The National Automated Clearing House Association (NACHA) governs these systems and is responsible for their functionality.Problems with EFT become apparent when financial institutions do not abide by the NACHA operatives and regulations. These are detailed and stringent policies related to implementation, conformity and accountability. If these guidelines are not adhered to, it is not possible to eliminate problems of EFT.ACH transactions are stored in related files that follow an ASCII-format. These enlist several electronic transactions, and are categorized by their credit or debit values. At times EFT systems and securities may contain loopholes creating possibilities for EFT frauds. This occurs when an unau
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions
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1. Corporate records:
The companys original articles of incorporation or articles of organization
By-Laws and minutes of any Board meetings, executive committee meetings, and
shareholder meetings
Stock issuance and transfer
The companys communication with shareholders
Press clippings and press releases
Applications for and documents authorizing the company to do business in another state
Stockholder agreements, voting, proxies, and other similar documents
The companys organization chart showing how it is structured and if there are any affiliates
2. Insurance:
All insurance policies, their coverage limits, the deductibles, renewal dates, and premiums
paid or owed
Insurance claim history
3. Government regulations and filings:
Reports and correspondence with any governmental authority
Licenses, permits, approvals, etc.
Bonds posted for licenses, permits, etc.
Records of any investigation, inquiry, or inspections by government
Government orders with which the company must comply
4. Financing:
Documents evidencing loans, secured and unsecured, and personal guarantees
Bank agreements confirming lines of credit
Documents evidencing sale, lease-back, instalment purchases, sales contracts, loan
agreements
Correspondence to and from lenders
Evidence of satisfaction or liens or debts
5. Financial information
Audited financial statements
Unaudited monthly and quarterly financial statements
Capital budgets, changes in accounting practices
Inventory summary
Aged accounts receivable and payable
List of all assets with purchase price
Correspondence with inside and outside accountants
6. Taxes:
Federal, state, and local tax returns
Any adjustments, settlements, recapture, or notices with taxing authority
FICA, FUTA, and other employee withholding
Calculations of tax basis, book basis, and depreciation of all assets
7. Customer information
Customer agreements
List of 10 largest customers and list of sales to each
Government or quasi-government customers
Catalogs, product literature, advertising, and price lists
8.
Agreements concerning distribution of stock, stock options, preemptive rights, and stock
option plans
Agreements or contracts concerning capital expenditures
Licenses, agreements, franchises, joint venture or partnership agreements
Interconnection agreements, leases, any document limiting the companys line of business,
and non-compete agreements
Agreements entered into in the normal course of business and agreements not in the
normal course of business
Agrements to pay of indemnify the debts or liabilities of third parties
Documents regarding acquisition or disposition of businesses or assets
Agreements or contracts with directors, officers, stockholders, or affiliate or relatives of
such parties
Sample purchase orders and distribution agreements
Copies of documents evidencing the companys or stockholders interest in any entity in the
same industry
Bartering contracts
9. Employee-related documents
Employment, union, nonunion agreements, memoranda of understanding, grievance
settlements
Letters offering employment
Consulting and independent contractor agreements
Personnel policy manual
Employee health benefits, bonuses, deferred compensation, pension, profit sharing, stock
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions<
Seoul, as the capital city of South Korea, is a growing and strong economic area, and now one of the main trading posts in Asia. Korean people have a very traditional business culture and practices and understanding the Korean culture is thus very important if you wish to succeed in business in Korea. Understanding the Korean way of doing things is essential. This article aims to throw light on the Korean business market, Korean business strategies, Korean business trends and Korean business culture.Korean business is well known for its vertical social structure based on age and social status. Korean companies' organizational arrangement is highly centralized with authority concentrated in senior levels. Individuals having high rank likely to have more authority than their subordinates. Superior's approval is necessary for finalizing a decision.In Korean business settings, superiors assign responsibility of business to trusted and reliable subordinates. Age is an imperative constituent within a relationship in Korean
2. Insurance:
All insurance policies, their coverage limits, the deductibles, renewal dates, and premiums
paid or owed
Insurance claim history
3. Government regulations and filings:
Reports and correspondence with any governmental authority
Licenses, permits, approvals, etc.
Bonds posted for licenses, permits, etc.
Records of any investigation, inquiry, or inspections by government
Government orders with which the company must comply
4. Financing:
Documents evidencing loans, secured and unsecured, and personal guarantees
Bank agreements confirming lines of credit
Documents evidencing sale, lease-back, instalment purchases, sales contracts, loan
agreements
Correspondence to and from lenders
Evidence of satisfaction or liens or debts
5. Financial information
Audited financial statements
Unaudited monthly and quarterly financial statements
Capital budgets, changes in accounting practices
Inventory summary
Aged accounts receivable and payable
List of all assets with purchase price
Correspondence with inside and outside accountants
6. Taxes:
Federal, state, and local tax returns
Any adjustments, settlements, recapture, or notices with taxing authority
FICA, FUTA, and other employee withholding
Calculations of tax basis, book basis, and depreciation of all assets
7. Customer information
Customer agreements
List of 10 largest customers and list of sales to each
Government or quasi-government customers
Catalogs, product literature, advertising, and price lists
8.
Agreements concerning distribution of stock, stock options, preemptive rights, and stock
option plans
Agreements or contracts concerning capital expenditures
Licenses, agreements, franchises, joint venture or partnership agreements
Interconnection agreements, leases, any document limiting the companys line of business,
and non-compete agreements
Agreements entered into in the normal course of business and agreements not in the
normal course of business
Agrements to pay of indemnify the debts or liabilities of third parties
Documents regarding acquisition or disposition of businesses or assets
Agreements or contracts with directors, officers, stockholders, or affiliate or relatives of
such parties
Sample purchase orders and distribution agreements
Copies of documents evidencing the companys or stockholders interest in any entity in the
same industry
Bartering contracts
9. Employee-related documents
Employment, union, nonunion agreements, memoranda of understanding, grievance
settlements
Letters offering employment
Consulting and independent contractor agreements
Personnel policy manual
Employee health benefits, bonuses, deferred compensation, pension, profit sharing, stock
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions
According to Jerry Weissman in his book, Presenting to Win, there are over 30 million PowerPoint presentations given every day. Unfortunately, these presentations are not captivating or memorable. Thus, a lack of presentation training in America is creating a business culture that abuses presentation software and the art of public speaking. Lets get back to the basics and adopt something I like to call the BRAVO formula.B is for Bold Boldness is about taking ownership. Its about being courageous. You need to take control and own your content. No faking is allowed. The harsh reality is that faking it will not work in the public speaking arena. Audiences are far more perceptive than you think. Here are a few tips to help make sure you dont come across as a faker:Start strong It sounds straightforward, but it is harder than it sounds. By taking a strong initial stance, it shows that 1) you are credible, 2) you are passionate, 3) you have a game plan. Be creative with you
Capital budgets, changes in accounting practices
Inventory summary
Aged accounts receivable and payable
List of all assets with purchase price
Correspondence with inside and outside accountants
6. Taxes:
Federal, state, and local tax returns
Any adjustments, settlements, recapture, or notices with taxing authority
FICA, FUTA, and other employee withholding
Calculations of tax basis, book basis, and depreciation of all assets
7. Customer information
Customer agreements
List of 10 largest customers and list of sales to each
Government or quasi-government customers
Catalogs, product literature, advertising, and price lists
8.
Agreements concerning distribution of stock, stock options, preemptive rights, and stock
option plans
Agreements or contracts concerning capital expenditures
Licenses, agreements, franchises, joint venture or partnership agreements
Interconnection agreements, leases, any document limiting the companys line of business,
and non-compete agreements
Agreements entered into in the normal course of business and agreements not in the
normal course of business
Agrements to pay of indemnify the debts or liabilities of third parties
Documents regarding acquisition or disposition of businesses or assets
Agreements or contracts with directors, officers, stockholders, or affiliate or relatives of
such parties
Sample purchase orders and distribution agreements
Copies of documents evidencing the companys or stockholders interest in any entity in the
same industry
Bartering contracts
9. Employee-related documents
Employment, union, nonunion agreements, memoranda of understanding, grievance
settlements
Letters offering employment
Consulting and independent contractor agreements
Personnel policy manual
Employee health benefits, bonuses, deferred compensation, pension, profit sharing, stock
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions
One of the most heated arguments in the medical billing world, at least when it comes to the software company, is ROI or return on investment. This is something that is very difficult to calculate as far as what you want your ROI to be and everybody has their own theory and opinion on the subject. If you're a software company just starting out, or better yet, thinking of starting a medical billing software company, there are some basic things you need to consider when figuring out what you want your ROI to be. What follows is a list of the most basic of these items. For starters, you have to figure out what your cost of production is going to be before you even hire any programmers to create this software. This basically involves the cost of the lease on the building you'll be using as well as any other fixed costs such as utilities, insurance, etc. Add all this up and put the estimated total in one column.The next thing you're going to have to calculate is the salaries of all the people who will be responsible for get
Interconnection agreements, leases, any document limiting the companys line of business,
and non-compete agreements
Agreements entered into in the normal course of business and agreements not in the
normal course of business
Agrements to pay of indemnify the debts or liabilities of third parties
Documents regarding acquisition or disposition of businesses or assets
Agreements or contracts with directors, officers, stockholders, or affiliate or relatives of
such parties
Sample purchase orders and distribution agreements
Copies of documents evidencing the companys or stockholders interest in any entity in the
same industry
Bartering contracts
9. Employee-related documents
Employment, union, nonunion agreements, memoranda of understanding, grievance
settlements
Letters offering employment
Consulting and independent contractor agreements
Personnel policy manual
Employee health benefits, bonuses, deferred compensation, pension, profit sharing, stock
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions
The who, what, where, when, why, and howKnowing your competition allows you to identify a niche and develop your own unique selling proposition (USP). Clearly defining and understanding the core value you offer your clients can depend on your having a firm grasp of your competitors' strengths and weaknesses.Where do you start?1) Make a list of your competitors. Think big in this step. Don't just think about your direct competition; think about indirect competition in other industries as well. For example, as a copywriter I could list my competitors as fellow copywriters that do freelance work. But I don't want to stop there. Other potential competitors may include large ad agencies, small ad agencies (each may play a different role with clients), technical writers, a company's in-house writers, journalists, and even fill-in-the-blank templates you can purchase on the Internet.2) From this broad-based competitive list, list specific companies you compete with. For example, in the "other copywriters" categ
options, employee stock purchases, retirement, and other employee benefits
Financial statements and list of assets and valuation for all employee plans
Actuarial reports and nonfunding for any employee plan
Tax returns and other communications with taxing authorities regarding employee plans
10. Real property
Description and copies of all real property leases and options
Mortgages in which company is a party
Deeds, title reports, surveys, and certificates of occupancy for all real estate owned in
whole or in part by company
Special use permits or variances for any real property occupied by company
11. Environmental matters
Information regarding compliance or noncompliance, claims, permits, licenses,
correspondence, and notices with any environmental protection laws or regulations
Inspections, citations, audits, feasibility studies, corrections, and outstanding enforcement
actions
Spill reports, notifications, clean-up requirements, and financial estimates for clean-ups or
violations
Intracompany correspondence, memos, and reports relating to environmental matters
List of all above-ground and underground tanks, their contents, and their location
Information regarding prior ownership and uses or company-owned property
12. Intellectual property,
All patents, patent applications, invention disclosures, and list of important unpatented items
Documents of ownership or other agreements concerning acquisition, security, and
confidentiality of information
Trademarks, pending trademark applications, registrations, renewals and unregistered
trademarks
Trade names, manner and territory of use of trade names, and state or federal failings of
trade names
Concurrent use agreements, settlements, or registrations
Copyrights, copyright applications, registrations, renewals, assignments, and documents
Any licenses of patents, trademarks, trade names, or copyrights
Disputes, legal proceedings, infringements, judgments, decrees, settlements, or court
orders regarding patents, trademarks, trade names, and copyrights
13. Banking
Bank accounts, credit agreements, debt instruments, and lines of credit
14. Litigation/Disputes
All documents regarding any actual or pending litigation, administrative proceedings,
government investigations, disputes, grievances, and inquiries
Consent decrees, judgments, court orders, settlement agreements to which the company is
a party
15. Miscellaneous
Analyses by investment bankers, engineers, management consultants, accountants
Marketing studies, credit reports, and other financial reports
Pending powers of attorney
Organizational charts, job descriptions, job titles, salaries, start dates, and bonuses
Internal management reports
This list should help you prepare, but it is only the legal portion of a due diligence study. There may be other areas considered in a due diligence study such as product or service studies, competitive analysis, market analysis, and reference and background checks. A due diligence study is often undertaken by investors or lenders before any investments or loans are made.
Jo Ann Joy, Esq., MBA, CEO The future of your business starts here!
You may contact Jo Ann by phone at (602) 663-7007, by fax at (602) 324-7582, by email at joannjoy@Indigo Business Solutions.net, and by mail at 2313 East Ocotillo Rd., Phoenix, AZ 85016. Copies of any articles will be provided free of charge.
For information about other important legal, tax, and business topics, free copies of articles, or EBooks, please visit our website at u>www.IndigoBusinessSolutions.net. Copyright 2006. All rights reserved. Indigo Business Solutions is a registered trade name.
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