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Transaction Services

Kroll provides clients with the critical information they need to make the right decisions about deals, business partners or rivals.

Our transaction services incorporate a unique blend of investigative, analytic and financial skills. Our focus goes beyond the scope of an accountant or lawyer's due diligence. We uncover facts and behaviors that are critical to the success of a deal – and that may also help you manage the business better after the transaction.

Our work seldom results in a deal being declared unworkable. Instead, it helps our clients avoid costly mistakes and structure stable business arrangements.

Investigative Due Diligence

We draw on a wide range of information to generate critical deal-related intelligence for our clients. These include public sources; people familiar with the sector or business in question (business associates, employees, suppliers, customers, etc.); and the worldwide network of sources in every industry that Kroll has developed over the past 30 years. Depending on the specifics, we may investigate the following:

  • Management style and ethics of key executives
  • Unjustified personal and business reputations
  • Litigation involving the company
  • Unrealistic projections
  • Overstated assets and revenues
  • Environmental liabilities
  • Hidden ownership issues
  • Misrepresentation and non-disclosure of material facts

Financial Due Diligence

Our financial experts investigate and summarize complex financial information to alert our clients to potential red flags. Our global team brings unrivalled forensic skills to its approach. We typically analyze the following:

  • Quality of reported earnings and cash flow
  • Reported financial condition
  • Appropriateness of accounting policies (e.g. revenue recognition)
  • Book value of recorded assets and liabilities
  • Financial and accounting controls
  • Compliance readiness (e.g. Sarbanes-Oxley, evaluation of internal controls or anti-money laundering)

Valuation, Fairness and Solvency Opinions

Kroll's specialists provide pre- and post-acquisition valuation services to financial and strategic buyers, lenders and private equity investors. Our valuation professionals are experts in valuing both intangible and tangible assets to assist companies meet U.S. and international GAAP-based financial statements requirements pursuant to SFAS 141 and
IFRS 3.

Our valuation professionals render fairness opinions outlining whether the proposed transaction is financially fair. We also provide boards of directors and lenders with solvency opinions as additional protection in leveraged transactions, stock redemptions and dividend distributions.


Hostile Takeovers/Proxy Contests

Kroll has played a central role in successfully executing and thwarting high-profile takeover bids. Be it a proxy contest or tender offer, our strategy is simple: Information makes the difference between winning and losing.

Accordingly, Kroll works closely with clients to gather intelligence about the opposition’s strategies, intentions, vulnerabilities and tactics. We can support a bid or defense by developing facts and evidence that can be put to use in negotiations and the litigation that customarily accompanies a corporate contest. Our goal is to obtain information that supports the legal and public relations strategies of our client.

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