Surefire Tips for Effectively Implementing Due Diligence

Copyright (c) 2009 Richard K Parker

Just what is due diligence and why is due diligence when buying a business so important?

Due diligence is actually the most crucial part of any buying transaction. It is the period when you will have complete access to all company files and records as a final step to analyze the business and uncover any potential problems.

While the formal due diligence stage generally begins after an agreement is reached with the seller, to avoid any pitfalls a buyer’s diligent investigation of the business must begin the moment a business becomes of interest. And so, due diligence is an all-encompassing part of the buy a business process.

This process goes beyond a simple review of financial statements and tax returns. Rather, due diligence when buying a business incorporates every minuscule component associated with the company.

The due diligence checklist begins with the information gathering stage. This will enable you to establish a pros and cons list about the business. During this due diligence process, think of yourself as a detective trying to uncover everything you can about the business. Before contacting the seller, do some basic information gathering using the Internet. As part of your checklist, search online records to learn what you can about the business you are interested in buying. Also do online research into the industry sector, suppliers, competition and the overall market outlook.

Based on the information acquired, create specific questions that are to be asked of the seller. If you are pleased with what the information is revealing about the business, it’s time to move on to the next phase of the due diligence process and contact the seller.

Due diligence when buying a business is extremely important when making an offer prior to acquisition. At this point, due diligence is crucial when looking through all the business records. As part of this process, create a list for the seller of all the materials you want to review. Then, create a timeline for yourself on what you plan to investigate, how long you plan to dedicate to each segment of the business, and which parts you are going to need professional advice, such as from a CPA or business lawyer.

While many sellers or brokers like to rush the inspection phase of the due diligence process, allow yourself the time you need. A minimum of a 20 business day time period is an acceptable amount of time for the inspection stage in most contracts, but if you need longer, don’t be afraid to ask for it. And remember, the formal due diligence process that is referenced in any business purchase agreement should not begin until you have all the materials requested from the seller.

Take your time when reviewing all the business operations books, financial statements and tax records. Have your checklist handy to jot down questions, follow-ups and other things you need to check out with the seller. As part of the due diligence when buying a business, it’s common to find inconsistencies or questionable items. Write them all down on your due diligence checklist and talk with the seller when you have finished your due diligence process. The information will help you build your case in determining whether renegotiation of the price, terms or deal conditions may be necessary.

If your due diligence uncovers some major problems and the seller declines to renegotiate the deal or fails to accept your solution, then you must have the right to walk away as long as the agreement has language that allows you to do so. Therefore, make certain any agreement you sign protects you during the due diligence period when buying a business or else you may have a major problem. In fact, business industry statistics show that 5 out of 10 deals fall apart in the formal due diligence process stage.

If after finishing your due diligence checklist you aren’t completely certain about buying the business, then you may have to investigate more extensively or drop the deal. Consider what about the business is giving you an uncertain feeling. Maybe you should gather extra information. Or maybe your due diligence revealed areas of concern that make you feel uneasy. Or it could just be cold feet. If additional due diligence will not ease your concerns, then it’s best to walk away.

Due diligence when buying a business is all you have to go on in order to make an informed decision on whether or not to purchase the business. When conducted properly, your final decision should be an easy one.

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