2 Plaza, a limited liability company, is a major food retailer. Further to the success of

Question

2 Plaza, a limited liability company, is a major food retailer. Further to the success of its national supermarkets in the

late 1990s it has extended its operations throughout Europe and most recently to Asia, where it is expanding rapidly.

You are a manager in Andando, a firm of Chartered Certified Accountants. You have been approached by Duncan

Seymour, the chief finance officer of Plaza, to advise on a bid that Plaza is proposing to make for the purchase of

MCM. You have ascertained the following from a briefing note received from Duncan.

MCM provides training in management, communications and marketing to a wide range of corporate clients, including

multi-nationals. The ‘MCM’ name is well regarded in its areas of expertise. MCM is currently wholly-owned by

Frontiers, an international publisher of textbooks, whose shares are quoted on a recognised stock exchange. MCM

has a National and an International business.

The National business comprises 11 training centres. The audited financial statements show revenue of

$12·5 million and profit before taxation of $1·3 million for this geographic segment for the year to 31 December

2004. Most of the National business’s premises are owned or held on long leases. Trainers in the National business

are mainly full-time employees.

The International business has five training centres in Europe and Asia. For these segments, revenue amounted to

$6·3 million and profit before tax $2·4 million for the year to 31 December 2004. Most of the International business’s

premises are held on operating leases. International trade receivables at 31 December 2004 amounted to

$3·7 million. Although the International centres employ some full-time trainers, the majority of trainers provide their

services as freelance consultants.

Required:

(a) Define ‘due diligence’ and describe the nature and purpose of a due diligence review. (4 marks)

Answer 1

正确答案：
2 MCM
(a) Nature and purpose of a ‘due diligence’ review
■ ‘Due diligence’ may be defined as the process of systematically obtaining and assessing information in order to identify
and contain the risks associated with a transaction (e.g. buying a business) to an acceptable level.
■ The nature of such a review is therefore that it involves:
? an investigation (e.g. into a company whose equity may be sold); and
? disclosure (e.g. to a potential investor) of findings.
■ A due diligence assignment consists primarily of inquiry and analytical procedures.
Tutorial note: It will not, for example, routinely involve tests of control or substantive procedures.
* As the timescale for a due diligence review is often relatively short, but wider in scope than the financial statements
(e.g. business prospects, market valuation), there may be no expression of assurance.
■ Its purpose is to find all the facts that would be of material interest to an investor or acquirer of a business. It may not
uncover all such factors but should be designed with a reasonable expectation of so doing.
■ Professional accountants will not be held liable for non-disclosure of information that failed to be uncovered if their
review was conducted with ‘due diligence’.