What is this thing called ‘Due Diligence’ anyway?


  

  You've probably heard about 'due diligence' when a business is being sold or taken over and wondered what it meant.


  If you want to sell or buy a business of your own you'll certainly need to know just what due diligence means and how it's applied.

  In its simplest form due diligence is a comprehensive process that investigates a business to assure the intending purchaser that all facts and financial figures are as stated by the vendor and that there are no unpleasant and unwanted surprises that have been concealed.

  Due diligence is a part of every business sale or purchase, regardless of the size of the enterprise.

  The more complex the business is, the longer the due diligence is likely to take, but today's purchasers shouldn't sign a purchase contract for a business until due diligence has been completed.

Is this a good business?

  Due diligence is conducted to answer a number of questions, including whether the timing is appropriate for the purchaser to buy and why the vendor is selling the business.

  Some businesses have peaked and are starting to slide which might make them affordable but also means they aren't capable of improvement and represent bad investments for purchasers.

How are its finances?


  Every business for sale comes with claims of turnover, expenses and profitability, but how can the purchaser know that these are accurate representations?

  Due diligence inspects the books of the business including tax records for up to the previous three years to validate or challenge claims by the vendor.

Who are its customers?


  Due diligence will examine all existing contracts and sales agreements, and if necessary introduce new agreements to carry customers over to the new owner.


  It will also verify claimed purchase levels of key customers and evaluate their growth potential if required.

What's the condition of the premises?


  The acquisition of most businesses involves taking over premises, usually ones that are being leased by the former owner.

  The due diligence process looks at the condition of the premises so that the purchaser is aware of the potential need for repairs, and investigates the terms of the lease to ensure it's sufficiently long and the rental amount is appropriate.

Is it compliant with legislation?


  Due diligence will identify all those permits required by the business being offered for sale and ascertain whether the company is in full compliance.

  It will also examine proposed or pending legislation to ensure that no changes to the regulatory environment will affect the business.

How good are its people?


  People are essential to most businesses. Due diligence examines the staffing of the enterprise and whether the people now in the business will remain there under the new owner.

  It also considers any need for redundancies of existing staff and the estimated cost to the business.

What's the IP worth?


  Due diligence will establish the validity of all intellectual property that is included in

the sale and ensure that it is transferred along with the other assets being bought by the purchaser.

How does the ownership change?


  Due diligence will establish whether the outgoing owner needs to remain with the business for a period of time to assist the new owner, and determines an appropriate length of time in which the previous owner is 'locked out' of competition with their former firm.

  Due diligence is an essential yet flexible process that every purchaser needs to understand and incorporate into the acquisition of a business.

  It normally takes place after an offer has been made and accepted, but it can be used to help the purchaser determine the most appropriate price to pay for the business

 
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