The Board of Directors of SK Ltd. approved a merger with PJ Ltd. without conducting adequate due diligence. The Supreme Court held that the Board breached its fiduciary duty by approving the merger without sufficient inf
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2024
The Board of Directors of SK Ltd. approved a merger with PJ Ltd. without conducting adequate due diligence. The Supreme Court held that the Board breached its fiduciary duty by approving the merger without sufficient information and understanding the terms of deal. The case highlights the importance of conducting comprehensive legal due diligence before approving significant transactions to protect shareholders' interests. In the above context explain legal due diligence.
Answer & Explanation:
A legal due diligence covers the legal aspects of a business transaction, liabilities of the target company, potential legal pitfalls and other related issues. Legal due diligence covers intra-corporate and inter-corporate transactions. It includes preparation of regulatory checklists, meeting with personnel, independent check with regulatory authorities etc. apart from the verification of following document. Copy of Memorandum and Articles of Association Minutes of Board Meeting for the last three years Minutes of all meetings or actions of shareholders Copy of share certificates issued to Key Management Personnel Copy of all guarantees to which company is a party All material contracts Copies of all loan agreements, bank financing agreements, line of credit to which company is a party Status of the order. awards issued by the various regulators and courts Status of Pending litigations Competition Law due diligence
Topics: Due Diligence
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