Updated: May 25, 2021
Oliver Laurence, I-OnAsia, Director, London Operations
Peter Pang - Aliant Law, Managing Partner, China
Everyday thousands of business transactions take place worldwide. People are buying, selling, investing, and sponsoring different size companies in every known sector. From the technology sector, to automotive, clothing and manufacturing sectors, to name just a few. Each for various sums of money, which can amount into the billions, and all contain varying levels of risk associated with each of them.
It is the unknown risk that worries everyone in a business transaction. Nobody wants to lose money investing in an opportunity that turns out to be different from what it was described in the business prospectus or learn that those seeking the investment or sponsorship have ill intentions that make even the seasoned organised criminal look like a saint.
So how does one overcome the fears of global investment?
It is important to acknowledge that there is nowhere in the world where investment is free of risk, or where due diligence and legal advice on an investment should not be taken as seriously. Whether the deal is in Europe, US, China, Hong Kong, Singapore, the Middle East or Australia, the importance of doing your homework (a.k.a 'due diligence') and seeking the best legal advice, prior to, during, and post the deal is critically important before making any commitment, and putting pen to paper.
I-OnAsia has been carrying out investment due diligence for over 20 years. By undertaking investigations in most global regions, and from the 17,000 cases completed, they have an expert understanding as to where mistakes are made and what warning signs to look out for during the due diligence process.
Equally, Aliant Law supports a global client base in every area of corporate business law. They help support clients navigate risks and provide strategic and legal advice on the best courses of action in order to secure the safest investment possible.
In this article, I-OnAsia's Oliver Laurence (pictured right) and Aliant Law's Peter Pang (pictured left) will highlight the importance of both expertise in a global transaction and how the two successfully work together to support clients in overcoming any investment fears and, providing the safest path possible.
Due Diligence Investigations
There are a number of different scenarios in which an open source & human source due diligence investigation is undertaken by I-OnAsia. And there are a number of ways instructions are received to commence the same. However, more often than not it is a direct result of an engagement by a specialist global law firm like Aliant Law who accomplishes carrying out a thorough investigation into an entity and its key leadership team and majority shareholders with the support of I-OnAsia’s global investigational capability. Impartial and thorough due diligence investigations ensure the legal advisors are well equipped with the most information possible, to provide the best investment legal advice to their clients.
The Key Areas of the Due Diligence Investigation
Well, firstly, this process is about looking for any hidden liabilities before a client or entity enters into a formal agreement with another individual or company.
The investigation 'reviews in depth & in great detail' the history of a business, property, individual, or other entity.
The due diligence investigation can uncover any illegal or untoward activity that has not been disclosed. It can reveal a history of litigation that the entity was involved in prior to this transaction process taking place, and also identify significant shareholders or other entities that were not disclosed prior to the due diligence taking place.
It can provide in-depth information regarding the finances, past performances, client history, reputation, and anything else that could be a liability known or disclosed of the company or person seeking the investment.
Some specific examples of liabilities that a due diligence investigation might reveal include:
Any financial problems, (such as bankruptcies and foreclosures).
History of litigation, accusations of fraud, or criminality.
Undisclosed affiliations with an associate/s with a poor reputation, and.
A history of overseas human rights violations, or a poor track record with Environmental, Social, and Governance compliance.
If the subject of the investigation is an individual, then I-OnAsia will research public records and interview associates to uncover the reputation of the subject and to further understand where there could be areas of heightened risk for the client that may not have been considered.
The following are some of the things I-OnAsia may look at during the due diligence investigation:
Social Media Analysis,
Company filing history,
Conflicts of interest,
History of sales and acquisitions,
Known debt and equity,
I-OnAsia also carries out in-depth cyber analyses on individuals and corporations to understand their networks, both social and corporate. It provides an unparallel view of the structures that exist around a corporation, or the exposure and commentary of an individual through their social media and other online platforms. This can impact on future reputations, all of which need to be assessed to ensure that an investment will not turn sour on day one.
After a thorough investigation is completed, a comprehensive report of findings is provided to the client, usually, the law firm, like Aliant Law, acting on behalf of the ultimate client.
This confidential report identifies important information, and determines whether there is a need to carry out further work, (such as site visits, or other investigative audits) to ensure local compliance and to ensure entities are carrying out their appropriate operational capabilities.
About the authors
Oliver Laurence, I-OnAsia
I-OnAsia maintains an office in London.
The office director, Mr. Oliver Laurence was Britain’s Investigator of the Year in 2019. Mr. Laurence is a former Metropolitan Police cadet, with an extensive background in law enforcement in the Asia Pacific.
After public service and prior to joining I-OnAsia, Mr. Laurence successfully built and operated a private investigations consultancy of his own, where he demonstrated a knack for applying new technologies to modern challenges.
Mr. Laurence has direct experience with investigations involving complex due diligence matters, reputational matters, and acute issues requiring a sensitive but highly effective investigative or intelligence strategy.
Today Mr. Laurence runs a specialist office in the UK that includes access to sophisticated cyber analysis tools, phone forensic analysis, and is supported by I-OnAsia's 50 strong in house team in both Hong Kong and New York City.
"Should you or those you encounter ever need serious investigations undertaken, please consider Oliver. Truly superb. Should you ever need to know more let him know. Truly excellent and focused in a very variable industry. Real pro/ changed odds and gets results.
He is at the zenith of a variable industry" - Senior Counsel
Peter Pang, Managing Partner, Aliant Law, China
Peter Pang is the managing partner and head of the Aliant China practice.
He leads a team of lawyers in both China and North America. He has over 35 years of legal experience and specializes in providing legal services to Chinese businesses and investors looking to expand internationally, as well as foreign businesses and investors interested in entering the China market.
He specializes in cross-border mergers and acquisitions, corporate law, intellectual property law, commercial contracts, and dispute resolution.
In his career, Mr. Pang has served as in-house corporate and IP counsel at Shell Oil Company, M&A attorney for Hershey Foods, Vice President and General Counsel for Dole Packaged Food Corporation, Chief Corporate Counsel for Nissan North America, EVP and GC for Win Win Gaming, Inc. and Legal Representative for bwin Interactive Gaming AG, and Of Counsel to the U.S. Michigan-based law firm of Dickinson Wright PLLC, working out of their Washington DC office, where he primarily focused on international business transactions.
He has written numerous books and articles on Chinese law and legal issues and is also a frequent speaker at international bar organisations.