혹시 자료로 필요할 것같아서 정리해봅니다. 이때 상대편회사의 CFO 및 변호사와 이야기를 했든데… CFIO가 와서 이야기한 것중 두가지가 기억에 남습니다.
첫번째 SI사업에 대해 전혀 이해를 하지 못하더군요.전혀라는 말보다는 수익률이 낮은 상태에서 왜 이런 사업을 하냐는 식이었습니다.
두번째 재무담당자에게 숫자와 관련한 많은 질문을 하였습니다.담당자가 잘 외우지 못해서 “재무적으로 불안한 인상을 주었습니다.”
Information Request List
Company Information
- Company brochure and marketing materials
- Milestones of development of the company
- Chart of shareholder structure, number of shares, percentage of holding, share or equity holding documents (i.e., share certificates, if any)
- Business license & related approval documents, if any
Legal information
- Shareholder’s agreement if any
- Lease agreement for offices
- All major sales contract with sales value over USD5,000
- All tax filing documents for the past three years
- Any legal disputes, claims and settlements for the past three years
Human Resource Information
- CVs of board of directors
<li “>CVs of key executives <li “>Key terms of employment contract for key executives <li “>Details of employee stock options plan <li “>Consulting agreements with directors, key executives or other corporate insiders <li “>Labor Union, if any
Business Strategy
<li “>Industry outlook and source of projections of industry growth <li “>History of development of the industry <li “>Milestones of development of the industry <li “>Short term and long term strategic plans <li “>Key competition of the company <li “>Competitive positioning of the company <li “>Market share of the company <li “>Competitive advantages and disadvantages of the company <li “>Key strategic partners and other partnerships for the company <li “>Plans for entering of any new business or geographical markets
Sales and Marketing
<li “>Sales and marketing organization <li “>Details of company sales and marketing strategy <li “>Description of sales process
Products and Services
<li “>Description of products and services offered <li “>Markets served by the company <li “>Geographical distribution <li “>Market positioning
Customers
<li “>List of key customers for the company <li “>Geographical distribution <li “>Customers targeting strategy <li “>Customers service strategy <li “>Key contract terms with customers
- Samples of typical business contracts
Research and development
<li “>Description of achievement in the area of R&B <li “>Historical R&D expenditure and budget for next 3-5 years <li “>Patents owned by the company <li “>Experience of R&D personnel
Historical Financial Information
<li “>Management accounts for the past 3 years <li “>Audited financial statements for the past 3 years <li “>Detailed breakdown of revenue and expenses for the past year <li “>Detailed breakdown of capital expenditure for the past year <li “>Most recent management account <li “>Details of bad debt
- List of major assets
Financial Projections
<li “>5 year projections for each business unit <li “>Customers projections for each business unit <li “>Pricing projections for each business unit <li “>Capital expenditure plans <li “>Valuation report if any
변호사로부터는 이런 점에 대해 질문을 해왔습니다.
Please confirm with Korean lawyers that whether any governmental approvals, consents and/or filings are required for the proposed transaction, e.g. share transfer and change of shareholders? If yes, to what governmental authority and what
kind of documents are required? <li “>Please confirm whether filings and/approvals are required from tax authority in Korea for the proposed transaction? If yes, please provide detailed information. <li “>Please confirm whether other governmental or non-governmental procedures are required under Korean law to consummate the proposed transaction? If yes, please provide detailed information. <li “>Please confirm whether the Company is subject to any environmental regulation? If yes, please provide detailed information. <li “>Please confirm whether (i) board of directors, and (ii) shareholders’ meeting are required to adopt resolutions in order to consummate the share transfer transaction? <li “>Please confirm whether there are any laws or regulations in Korea to restrict the share transfer to a foreign entity? If yes, please provide detailed information. <li “>Please confirm whether there are any requirements for a foreign entity to buy shares from a Korean company, specifically, any restriction on purchase of shares held by individuals? If yes, please provide detailed information. <li “>Please confirm whether it is practicable to pay the purchase price (i)in instalment, and (ii) by shares under Korean law? If yes, please provide detailed information. <li “>Please confirm whether it is practicable to change the name of shareholders after the first payment? Are there any restrictions and/or mandatory laws in Korea relating to the right to dividends and the right of control during the period from first payment to last payment? <li “>Please confirm whether the purchaser side will incur any tax and/or fees payable to governmental authorities in order to complete this proposed transaction. If yes, please provide detailed information.Any additional information relating to the Company that may adversely affect the valuation of the business of the Company.
