| |
|
|
Due Diligence
The comprehensive assessment and analysis of the information
before signing a contract, investing, acquiring a company, or making any decision that will
have a direct impact on the business is known as due diligence. Due diligence will assist in
identifying and determining potential risks, as well as confirming the authenticity of the
financial information, therefore allowing a business or financial decision to be determined
as supporting the company's long-term goals and objectives. In the United States, the
Securities Act of 1933 established the basis of due diligence, and as a result, is often
referred to as a way of protecting parties (investors and intermediaries) from unforeseen
liabilities related to their investments by requiring that all information that is deemed
material to an investment be disclosed and verified prior to any investment.
The Importance of Due Diligence
Show Details
Due diligence serves as an important component to any
business transaction or financial transaction. It promotes business transparency,
provides a means of documenting risks associated with a transaction and creates an
accurate picture of the overall target company or investment. When due diligence is
properly conducted on a company's financial records, it confirms the legal
compliance of the company, evaluates the company's operational capabilities and
determines the company's current market status. As a result, the process of due
diligence provides a means for a business, purchaser or partner to make an informed
decision based on the full knowledge of all relevant facts and figures.
The Types of Due Diligence
Show Details
- Financial Due Diligence: Financial Due Diligence looks at the
company's financial health. The financials include balance sheet, P&L
accounts, cash flow statements, debt levels, key financial ratios, etc.
Financial Due Diligence verifies that the numbers generated by management are
accurate, and it identifies financial irregularities and business sustainability
concerns.
- Legal Due Diligence: Legal Due Diligence examines whether or
not a business is compliant with all applicable laws and regulations. Legal Due
Diligence includes an assessment of the company's litigation history, contracts,
intellectual property rights, licences, regulatory filings, corporate governance
and whether or not a business has resolved potential disputes with its business
partners (buyers/sellers). Legal Due Diligence demonstrates to potential buyers
that the company is in good legal standing and has no pending legal disputes.
- Commercial Due Diligence: Commercial Due Diligence assesses the
competitive environment, customer base, supply chain, and future growth
potential for a business. A successful commercial Due Diligence confirms that a
business is well positioned within its market and will continue to thrive long
after closing.
- Tax Due Diligence: Tax Due Diligence reviews a company's tax
compliance, including tax filing history, tax obligations, and any outstanding
tax disputes. Tax Due Diligence will also identify any potential tax saving
opportunities, such as the use of tax credits, that would be available to a new
owner after closing.
- Hard vs. Soft Due Diligence: Hard Due Diligence includes the
analysis of data, numbers, and legal documents; it contains a company's
financial statements, revenue projections and operational metrics. On the other
hand, soft Due Diligence assesses the management team, employee morale, and
culture of the company as well as its suppliers, customers and competitors. Thus
hard Due Diligence provides concrete evidence that a business is solvent while
soft provides potential problems that could hinder a successful sale.
The due diligence process
Show Details
The process is usually broken down into components that
allow for an organized way of assessing an organization or potential investment. The
due diligence process often involves reviewing financial records, legal documents,
analyzing market/industry information and competitors, evaluating management
capabilities, analyzing operational efficiencies and risk exposure, validating past
performance/history and establishing projections for future growth, assessing
any/all possible liabilities, pending litigation, and regulatory issues.
For example investors typically review historical stock
price performance over time, calculate financial ratios to determine fair value,
evaluate potential share dilution, and consider what analysts' estimates are for the
company/market as a whole.
|
|
|
|
|