Due diligence

Due diligence is an in-depth assessment of the business, typically through questionnaires and checklists, to uncover potential problems with the business that would need to be taken into account during the business’ valuation and when drafting contracts e.g., to obtain warranties from the seller.

The level of diligence performed depends on the size of the acquisition, given the cost of engaging external professional advisors i.e., the larger the company, the more likely you are to carry out in-depth analysis. Therefore, larger companies would commission diligence covering each of the subjects listed below, but small to medium-sized companies are usually relatively straightforward so an examination should be possible in a matter of several days to a couple of weeks.

The assessment areas typically include:

Financial i.e., engaging an accountant to review the seller’s financial statements (e.g., drill-down into cost structure)
Tax & structure i.e., confirming tax outstandings, calculating duties payable, structuring as a share or an asset purchase
Legal i.e., reviewing any material customer contracts, uncovering any court litigation and drawing up the purchase contract
Commercial i.e., potentially carrying out a market study to survey customers’ views on the business, relative to its competitors, get a sense of market share
Property i.e., if purchasing the property, requesting a property valuation
Company-specific e.g., if buying a software business, engaging an expert to review the software capabilities, coding
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