Based in New York City, Dyan Gershman leads a corporate law practice that delivers a wide range of legal services and solutions. With in-depth experience and knowledge regarding mergers and acquisitions (M&A), and corporate matters generally, Dyan Gershman guides complex M&A undertakings from inception to completion.
One major facet of the M&A process is due diligence, which the potential buyer must perform prior to acquiring an existing company. This requires gaining an accurate understanding of what exactly is being purchased, and what obligations are being assumed in the transaction. It’s also critical to identify litigation risks and other problematic aspects of contracts, contingent liabilities, and intellectual property.
This process is particularly critical in the case of acquiring a private company, as the company being considered has not received public market scrutiny and there may be few readily available data points to study. A customary strategy involves the selling company arranging a centralized online data room that contains the full range of financial documents, contracts, intellectual property information, litigation summaries, corporate governance documents, and a capitalization table.
This provides a reliable, mediated way of distributing required information, while preserving confidentiality. It also expedites the transaction, as no physical data room is required for placing and maintaining critical documents. In addition, the platform typically allows the seller to track who has visited the data room and gauge the actual level of interest among potential bidders for the firm.
Dyan Gershman 
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