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Conducting adequate due diligence is imperative to the future success - and longevity - of an acquiring company. Therefore, potential buyers need to take their time to be as thorough as possible in ensuring a sweeping and competent investigation.There are numerous books of extreme length about how to conduct a proper due diligence inspection. Since you’re asking for a list, I’m concerned about your risk exposure, because a competent examination requires much more than simply running through a list. Therefore, I think it’s going to be most helpful by beginning with a brief explanation of the investigation’s purpose, as well as the risks you run with an incomplete due diligence inspection. For more focused help, try connecting with experienced M&A attorneys at LawTrades.PurposeThe central purpose of due diligence in connection with an acquisition is valuation and risk assessment. The three primary areas that are assessed for risk and valuation are legal, financial and operational.Risks of Inadequate Due DiligenceAcquiring companies often find out too late that their investigation left a lot of rocks unturned. In my experience, the results of a weak investigation generally fall into the following categories: (1) unanticipated costly integration, and (2) inheriting considerable legal liabilities that weren’t uncovered. The result is paying too much for the target, which doesn’t quite have the value you believed it had.Components of Adequate Due DiligenceThe two primary components of a sound due diligence investigation are (1) document review, and (2) field work.You certainly want to ensure that you retrieve all the documents you need in order to accurately assess the target’s value. However, it’s going to take much more than possessing boxes of seemingly endless files in order to be able to sufficiently assess the real value and risk exposure of the target business. You need to have superior organization and a robust team - including an experienced legal roster. It’s really impossible to overstate this last point.Field WorkI’d recommend that you begin your investigation by probing the backgrounds and reputations of key management, as well as the target’s general reputation in the industry with vendors, creditors and customers, and among staff.Document Review and AnalysisThis entails making certain that you have all the documents you need for a thorough assessment of risk and valuation; and further, that the files are scrutinized for errors, omissions, and any other impairments. A meticulous examination of the records should also generate many questions that you follow up on both in writing and as part of the interviewing process.Key Constituents of a Strong Due Diligence TeamA robust list of questions is as important as a comprehensive list of documents. Again, make sure you assemble a robust due diligence team and take your time to thoroughly complete the investigation. You can find a reliable, though basic, list of questions here. Your legal team will be able to provide you with a more substantial list of items and questions, but this will give you a sense of what’s partially entailed.Your team should consist of the following experts:Business and Industry ProfessionalsMarketing ProfessionalsHuman ResourcesFinance & AccountingCompliance/Risk Management/InsuranceTax ProfessionalsLegalHere’s a pretty decent infographic from Bain & Co. that will help you visualize the overall process.The following graph from the Harvard Business Review is an excellent depiction of how to incorporate best practices into your due diligence process:Sample ListSince it’s ill-advised to contemplate a due diligence investigation as a do-it-yourself (DIY) project, I’m offering this list just as a small sampling of the types of records that are commonly requested in this effort. Please do not use this or any other information presented here as a substitute for legal advice; it’s not. Again, I urge you to seek an experienced attorney for the legal guidance you’ll need. You can also take a look at LawTrades for any additional information about acquisitions and due diligence you require.Here’s the menu sample:Organizational Records (e.g., incorporation documents, structural/governance documents, jurisdictional qualifications/standing & status)Financial (e.g., liens/encumbrances, loans, notes, investments/holdings, real estate records such as deeds, leases, zoning variances/compliance, etc.)Regulatory Compliance Records (everything including anti-money laundering, foreign account tax compliance, privacy, supply chain, labor, OSHA, SEC, anti-corruption and bribery-notably the FCPA (Foreign Corrupt Practices Act))Employment Records (e.g., EEO and health & safety compliance, benefits, subcontractor agreements, confidentiality agreements, non competes, I-9 compliance)Insurance Policies (e.g., D&O, E&O policies)Legal (including past, existing and potential litigation - both by and against the company)Business (e.g., marketing strategies and procedures, customer lists, sales & distribution, purchase & sales orders, product & vendor contracts, production processes, R&D, operational controls/best practices, market position & SWOT assessment (strengths/weaknesses/opportunities/threats) as part of the market analysis)Intellectual Property (e.g., licenses, copyrights, registrations, filings - past, pending or contemplated)Management (e.g., compensation packages, employment contracts, benefits, management/shareholder agreements, stock options)The core elements of your due diligence data trail will include legal opinions, memoranda and other written records. In order to competently execute the examination, your team will use manuals, checklists, notes, questionnaires and guidelines. At the risk of repeating myself, this work is usually spearheaded by a qualified legal team who will have available all the tools of the trade to assist you and your company through the investigation.Final ThoughtsDue diligence can be disruptive to both the buyer and target company. It’s certainly time consuming, often costly, and always a monumental pain. At the same time, it’s about one of the most important things you can and really need to do properly.Assembling the best team you can and an abundance of self-discipline are priorities. It’s both an exhaustive and exhausting process that demands complete attention and laser focus on the ultimate goal: to ensure that you’re truly getting what you paid for.One other note I’d make is that part of your list should include a separate process devoted to cultural integration. I’ve found that the tendency during active acquisition is to give much lip service to those sensitivities, but the follow up often misses the mark. There’s a lot you can do to promote an easier transition for the collective staffs of both companies - requiring other lists and deeper discussion. Just want to make sure that this part isn’t overlooked since it’s probably one of the best things you can do to facilitate integration - and ultimately gain an even sharper competitive advantage (or at least not lose ground).I hope this helps! Feel free to check out LawTrades for answers to any additional questions you have about due diligence and acquisitions.

Bob cracks me up. I enjoy reading his posts. Must be one of those reporters from the Onion. The certification has nothing to do with the crashesHere’s Lion Air’s accident history since their founding in 2000: Before the latest crash, they had 115 aircraft in their fleet.If we look through them, we can see that they have destroyed 8 aircraft in less than 20 years! The majority of their accidents are due to pilot error.January 14, 2002737-200 - 0 Fatalities - Aircraft Written OffTakeoff accident due to incorrect flap configurationNovember 30, 2004MD82 - 25 Fatalities - Aircraft DestroyedLanding runway excursion. Aircraft hydroplaned.March 4, 2006MD-82 - 0 Fatalities - Aircraft Written OffLanding runway excursion. Left reverser was listed as INOP. Reverse thrust used on landing causing the aircraft to veer.December 24, 2006737-400 - 0 Fatalities - Aircraft Written OffLanding accident. Incorrect flap setting and the aircraft was not aligned with the runway.March 9, 2009MD90 - 0 Fatalities - Aircraft Written OffLanding runway excursion. The pilots continued with a non-stabilized approach. Only one reverser opened, causing the aircraft to pivot around the nose off of the runway.November 2, 2010737-400 - 0 Fatalities - Aircraft Written OffLanding runway excursion. Non-stable approach, speed brakes not used until 42 seconds after touchdown.April 13, 2013737-800 - 0 Fatalities - Aircraft DestroyedLanded short due to unstable approach.August 6, 2013737-800 - 0 Fatalities - Aircraft Damaged and RepairedLanding excursion. Aircraft hit cows on the runway and veered off as a result of trying to avoid them.February 1, 2014737-900 - 0 Fatalities - Aircraft Damaged and RepairedHard landing resulting in tire damage and a tail strike. Four bounces before the impact.February 20, 2016737-900 - 0 Fatalities - Aircraft Not DamagedRunway excursion. Late touchdown, delayed spoiler deployment, thrust levers not at idle position, and late of brake application. Aircraft came to a stop with the nose gear 1 metre past the end of the threshold.April 29, 2018737-800 - 0 Fatalities - Aircraft Damaged and RepairedRunway excursion. Heavy rain was reported as they touched down and veered off to the left of the runway.October 29, 2018737-MAX8 - 189 Fatalities (Not confirmed) - Aircraft DestroyedAircraft crashed into water shortly after takeoff.Make of that what you will.So yes, while Boeing is in trouble for the certification process, it’s a separate issue. None of it explains any accident. Two totally different things. A software malfunction occurred. Two crews failed to properly handle it. You know what’s more important? When the pilots, the last option to save the aircraft, don’t. Especially when it’s savable. Some things I find interesting. Lion Air is now saying the pilots who disengaged the system, and trimmed manually, and ultimately landed, never informed them of the issue.When this issue began, didn’t they say the pilots informed them, and they checked it, but maintenance cleared it to go back in the air? Specifically talking about 1–4 weeks after Lion Air’s accident. All we knew was that a crew prior to the accident, dealt with the issue and landed, in the same aircraft. They said the plane was in the shop a week prior in the US for the repair, but documents showed them dealing with the issue for a lot longer. That was another lie they got away with. Now they’re saying the AOA was replaced 12 hours before the accident flight took place. As well that the pilots never informed them of their issue?Hmm, something tells me, that’s wrong. The crew never declared an emergency? Despite them having no idea what was happening? Thanks to a jump seater who saved the day. Nobody contacted ATC? Nobody said anything? This airline can’t keep a story straight and they can’t tell the truth. Anyone else missing this, needs to pay attention. Both parties are trying to cover up lie after lie. Ethiopia is covering up the fact that their pilots trimmed in the wrong direction, and already tried to lie, but failed, in regards to the crews speed upon crashing.It’s clear to me that these crews relied on hopes and prayers. It’s also clear these crews lacked knowledge on pitch and power, very useful to know cold. At the very least if you're initially completely out of ideas, park the throttles 2/3 up, get the slats out for a little extra AOA margin, and put the waterline about 5 deg nose high to give you some time to sort out what's good and what's lying to you.Ethiopia’s crew performed their memory item(Stab trim cut-out) but reversed it. Which is beyond the wrong thing to do. And goes against the checklist. They also skipped step 2, which was too disengage auto throttles, or Ethiopian Airlines didn’t update their QRH when Boeing revised it and added auto throttles. There are pilots who saved their aircraft when something occurred that nobody was trained for. Ever. So what is your excuse for pilots failing a 5 decade old-procedure? Boeing is fixing the certification problem, as they should. But it doesn’t change anything. The malfunction can still happen. And the more people that allow this training issue to remain silent, are kissing the standards of safety away in aviation. It’s honestly sad to see so many clueless pilots talk about their aircraft and how it’s “unsafe” Please remove yourself from any cockpit. There’s already too many passengers in them today.The crashes aren’t because of Boeing: this is crew action, and it is at the heart of what ultimately happened. Everyone is so fixed on MCAS that they’ve forgotten the other possibilities. Seeing Lion Air failed to check their new AoA, which was a required test. JT610 wasn’t due to a faulty AoA, nor faulty MCAS, the company miscalibrated the AoA by 21 degrees. Technically, everything was working as it should have. Thanks to the incompetence of Xtra, and Lion Air. Boeing played zero role in JT610. In the beginning everyone said “coincidence? Ya right” but it’s starting to look like a coincidence a bit more each day.While everyone focuses on MCAS, they exclude many other possibilities that the pilots could have faced. Control feel in response to control deflection, trim, etc, is an artificial simulation that Boeing does in all their products. If you've ever tried to operate a Boeing aircraft without artificial feel, it's really tough. It's a very uncomfortable, uneasy feeling, and it's very easy to over control.That heaviness on the controls, that feeling of "holding the nose up" with having to muscle around the back pressure, is a simulation for the benefit of the pilot, through the feel and centering unit.Another separate potential is that of the elevator feel shift module, which applies a feel force four times normal in the nose-down direction: this is an artificial input that makes the controls feel heavier and is done specifically to prevent the crew from raising the nose deeper into a stall. It activates at low speeds (high AoA), and requires that stick shaker already be active and AoA 8-11 degrees beyond the icing biased range. Aside from an AoA indication (or indirect indication, and the crew verbalized an awareness), there is no cockpit indication for EFSM activation in the 737, other than the actual control feel.Note that per AD 2018-23-51, Runaway Stabilizer, the following indications are expected in the event of a single AoA failure:Continuous or intermittant stick shaker on the affected side (only)Minimum speed bar (red/black) on the affected side onlyIncreasing nose-down control forcesIAS DISAGREE alertALT DISAGREE alertAOA DISAGREE alert (where installed)FEEL DIFF PRESS lightAutopilot may disengageAutopilot may not be able to be engagedNote that these things occurred and were verbalized by the crew.The AD, of which both crew were aware and which had been in their manual for several months, includes the following clear counsel:"In the event an uncommanded nose-down stabilizer trim is experienced on the 737-8/-9, in conjunction with one or more of the effects listed, do the existing AFM. Runaway Stabilizer Procedure, ensuring that the STAB TRIM CUTOUT switches are set to CUTOUT and stay in the CUTOUT position for the remainder of the flight."Note also that at high speeds, particularly edging out of the envelope, compressibility, tuck, and mach trim issues may come into play, further altering the control and handling of the aircraft. The time of impact, the aircraft speed was far outside the envelope for the 737, and features to address this may have been working against the crew, or unavailable to the crew, having taken the aircraft to that point.These events also happened on a VFR morning.Regarding feel force (the artificial feel that makes the pilot think he's experiencing aerodynamic feedback through the cockpit flight controls, when really he isn't); it's a sliding scale that increases hydraulic pressure and thus feel force, as airspeed increases. The amount of force required to counter the feel force increases at faster speeds.Note that since the introduction of the 737NG changes made to the system at that time, a system perception of a stall warning (AoA based) will cause nose down control feel forces and stab trim changes which can drive the stab trim to zero if necessary, and at the same time increase control column feel force 4X in the nose down direction to discourage pilots from pulling back the control column when AoA reduction is needed. In all cases, the stab trim can be stopped with electric control wheel switches, manual trim wheel intervention, or stab trim cutoff switches, and for this reason, reactivation of the stab trim (by restoring the stab trim cutoff switch position) is prohibited.A fully trained 737 crew wouldn’t allow any of that to crash their flight. And at one point in time, handling a procedure when time is short, and also taking correct action, got you into the “minimum acceptable proficiency category” now a days, it’s just who’s good and who isn’t, but either way you’re flying!Boeing certified their aircraft the way they did, because the FAA allowed it. Ya know? Kinda like how airlines didn’t buy that crash-saving safety feature the media told you about, while faulting airlines for nothing, in regards to NOT purchasing. Although you believed a lie, it’s pretty hypocritical. In the same sense, one person did this, because they could. And they did. It’s the same story for the airlines. But the truth is, none of the safety features would have saved the aircraft. It wouldn’t tell the crews anything. It wouldn’t perform the procedure for them either.I THOUGHT BOEING CERTIFIED THEIR OWN AIRCRAFT?!?!?!?It was an alternate compliance design feature for Part 25 certification, which was approved by the FAA, and which didn't cause either aircraft to crash. The AoA failure is another matter, and while much has been said ignorantly of airlines which chose not to include features and alerts, in neither case did the AoA failure cause the crash, either. In both cases, the existing procedures were enough to have made the event at best a nuisance; a simple abnormal easily handled with a flyable aircraft. In both cases, bad airmanship lead to a fatal crash.MCAS moves the trim slowly, and in very small increments, and can be stopped at any time. Given that it only operates when the autopilot is not engaged, trim action observed when the autopilot is not in use and when the pilot is not trimming (and trim can't be missed in the 737) is obviously trim running when it should not, and there is a procedure for this...which has been the same procedure for several decades. It's not complicated, it's not rocket science, and it's known; the Ethiopian crew even verbalized it....and obviously knew it, because they did it.And undid it, accelerated beyond the design limits for the aircraft, and crashed...all due to pilot action.Here’s a clip from the YouTuber known as “Mentour Pilot” this video shows how a 737 crew would disable MCAS. It also shows how the problem would start, how it’s diagnosed, and carried out. This seems to be some type of training video as well, as you can tell the FO is very inexperienced, but nonetheless it shows the basics of it all. Notice how the FO struggles to manually trim, this is why airspeed CANNOT be ignored. No matter if he is weak or what, they’ll both be turning the wheel at that rate if the throttles are ignored and the trim down continues. Trimming against the loads Ethiopia’s crew had is going to be near impossible. And that’s why they crashed. And they rode it into the ground with the overspeed clackers going off the entire time.0:00-0:30

While flying drone in India is not illegal, there are certain regulatory restrictions in India that you must be aware of before you make a hefty investment in buying a drone. Further, you must have a clear understanding of all operational and regulatory issues, to avoid landing into deep trouble, like, your drone being confiscated by police, you being charged by local police under Indian Penal Code (IPC), etc.Before we delve deep into these regulations and government restrictions on using drones, it is important for you to understand few technical terms.Unmanned Aircraft System (UAS): What we commonly know as ‘Drones’, are actually UAS which are operated with no pilot on board. It can be of three types: (a) Remotely Piloted Aircraft (RPA); (b) Autonomous Aircraft; and (c) Model Aircraft.Remotely Piloted Aircraft (RPA): RPA can be of the following types, based on their maximum All-Up-Weight (AUP) which includes payload:Nano (up to 250 grams);Micro (>250 grams – up to 2 kg);Small (>2 kg – up to 25 kg);Medium (>25 kg – up to 150 kg); andLarge (>150 kg).Uncontrolled airspace is where an Air Traffic Control (ATC) service is not necessary or cannot be provided for practical reasons.NPNT: a software programme that enables every RPA (except Nano) to obtain a valid permissions through Digital Sky Platform before operating in India.Digital Sky Platform: an online IT platform developed for handling UIN, UAOP applications, permission to fly drones in India, available on DGCA website http://www.dgca.nic.in.No-drone Zone: Areas over which flying a drone is prohibited/ restricted. See the list of no-drone zones in Civil Aviation Requirements.Remote Pilot: a person above 18 years age with necessary ground/practical training from DGCA approved Flying Training Organization (FTO), vested with certain duties essential to the operation of RPA and who manipulates the flight controls, as appropriate, during flight time.Visual Line of Sight: Generally 450m (unaided) in Visual Meteorological Conditions (VMC) with a minimum ground visibility of 5 km.AGL: Above Ground LevelCAR: Civil Aviation RequirementsDGCA: Directorate General of Civil AviationDoT: Department of TelecommunicationsETA: Equipment Type ApprovalIPC: Indian Penal CodeMoD: Ministry of DefenceNPNT: No Permission-No TakeoffUAOP: Unmanned Aircraft Operator PermitUIN: Unique Identification NumberWPC: Wireless Planning and Coordination Wing ofBefore You Start Operating a DroneAssuming that you have purchased the drone locally within India, you need to adhere to the following regulatory requirements to operate a drone:ensure that it has ETA from WPC Wing of DoT for operating in de-licensed frequency band(s). Your seller or manufacturer of RPA, should be able to provide you ETA;obtain NPNT compliance certificate from OEM/manufacturer;apply for UIN by making a payment of INR 1000 and submitting certain document and information on Digital Sky Platform;apply for UAOP through Digital Sky platform by making a payment of INR 25,000.Please note that UAOP is not transferable. Further, as it is valid only for a period of five years from the date of issuance, you may have to renew it each time using same procedures and paying an additional fee of INR 10,000.Do you need to obtain UIN and UAOP always?UIN is not required, if you are buying a Nano RPS for flying it up to 50 feet (15 meters) above ground level (AGL) in Uncontrolled airspace or enclosed premises.UAOP is not required for: (a) Nano RPA operating below 50 feet AGL, and (b) Micro RPA operating below 200 feet (60 meters) in Uncontrolled airspace or enclosed premises.Do I also need to obtain Remote Pilot License?Although, you do not require remote pilot license to fly drone as of now, you need to undergo minimum training requirements specified in the CAR on “Requirements for Operation of Civil RPAS”.Please note that remote pilot training is not applicable for Nano and Micro category RPA pilots intending to operate in Uncontrolled airspace. However, the owner and user should be fully aware of responsibilities for all aspects of flight safety during such operations.When You are Operating a DroneCAR, as issued by the DGCA now applies to RPAs as well, with effect from 1st December, 2018. The applicability of CAR would depend on the type of drone you are operating.Let’s jump to what are the common DOs and DON’Ts for operating drones in India.DOsInscribe a fireproof identification plate with UIN affixed on RPA, and ensure that it remains firmly affixed during all routine handling and operating conditions. The UIN on the plate should be readily accessible and legible upon close visual inspection.Obtain permission before each flight through Digital Sky Platform. You can file flight plan online through Digital Sky Platform. Procedure for filing flight plan is available in Digital Sky Manual.Ensure that no other manned or unmanned aircraft is flying nearby.Fly the drone only during daylight (after sunrise to before sunset) and in good weather conditions;Fly in visual line of sight which mean that you should always be within visual range of your drone;Respect privacy of people;Obtain necessary permission from the owner of private property/building, if you intend to use the drone in or over their premises.Keep local police informed about your drone flying activity. If you are confronted by a police, you should be able to provide all requisite information.The take-off and landing areas should be properly segregated from public access.Keep a distance of at least 25 km from international border which includes Line of Control (LoC), Line of Actual Control (LAC) and Actual Ground Position Line (AGPL).DON’TsDon’t fly drones more than 400 feet (120 meters) from the AGL;Don’t fly drone over groups of people, public events, or stadiums full of people without permission;Don’t fly drone in controlled airspace near airports without filing flight plan or AAI/ADC permission (at least 24 hours before actual operation);Don’t act as a remote pilot for more than one RPA operation at a time;Don’t fly drone over no-drone zone, unless you have obtained authorization from DGCA, which can be give on case-to-case basis subject to approval of MoD.Other Regulatory ProvisionsIf your drone is damaged and cannot be restored to original condition, notify DGCA for cancellation of UIN.If you are buying a new drone, you cannot use the same UIN allotted for the earlier drone that you owned, even though the model and make may be the same. You will have to apply for a fresh UIN.If your contact details (as specified at the time of obtaining UIN) changes, immediately notify the new contact details to DGCA and all other concerned agencies;Except for Nano RPA, you should maintain records of each RPA flight and each repair/maintenance of it, and should be able to produce these records, if demanded by DGCA.Don’t sell or dispose off RPA (with UIN) to any person or firm without permission from DGCA. If you intend to sell your RPA, you should first cancel the existing UIN issued in your name, and then the buyer has to apply for a fresh UIN through Digital Sky Platform.As drones are restricted item, it can’t be carried in hand baggage when travelling by flight.If you have lost your drone, please lodge an FIR immediately in local police and report occurrence in Digital Sky along with a copy of FIR.What actions can be taken against you, if you violate these regulations?If you do not adhere to the above regulations, your UIN/UAOP issued by DGCA can be suspended or cancelled.Non-compliance with any of the regulatory requirements (and falsification of records/ documents) can attract penal action against you, including imposition of penalties under Section 287, 336, 337, 338 or other relevant provisions of IPC, or Aircraft Act 1934 or Aircraft Rules 1937 or any statutory provisions.What is the minimum amount of insurance I need for my drone?DGCA has not stipulated any requirement on minimum amount of insurance for any category of drone. All civil RPA operators shall have insurance with the liability that they might incur for any damage to third party resulting from the accident/incident.What permissions do I need to use micro drone legally for wedding photography?First of all you need to obtain UIN.Secondly, if you are going to fly RPA below 200 ft. above the ground in Uncontrolled airspace/ enclosed premises, you need not obtain UAOP.Please ensure that your drone is NPNT compliant. If it is not, you may have to obtain permission through Digital Sky Platform of DGCA before flying.You should intimate the local police office at least 24 hours prior to conduct of actual operations.Please be aware that all drone operations in India are restricted to daylight and within visual line of sight. However, if you are shooting in well-lit enclosed premises using micro drone up to 200 feet AGL, it is permitted.Ensure that you follow Do’s and Don’ts and respect individuals’ privacy.Hope this answers most of your questions around drone regulations in India.