Financial Due Diligence
Corporate acquisitions/mergers/taking over have become a part of business strategy to grow rapidly and widely.The objective is to increase the local / global market share. Incentives given under the Income Tax Act for mergers and acquisitions have also given fillip to such activity.A key element in such an exercise, whether it involves the acquisitions of another entity, unit or assets of anentity, is the performance of a “due diligence” review. Due Diligence may also required to be performed incases of venture capital financing, lending, leveraged buyouts, public offerings, disinvestment, corporatisation,etc. Sometimes, in a restructuring exercise, while the unit may remain within a group, it may pass from under the charge of one management team to that of another team. This situation also gives rise to the need for a duediligence review.Due diligence is a review of the enterprise, unit or assets, as the case may be, to be acquired.
Due Diligence : Sub-Classification
Due Diligence can be sub-classified into discipline-wise exercises. It may be mentioned here that these sub-classification should not be seen as totally mutually exclusive to each other. If considered mutually exclusive, itmight result into a less-than-effective evaluation of the entity. The sub-classification of due diligence exercisecould be as follows:
Commercial or Operational Due Diligence
Financial Due Diligence
Tax Due Diligence
Information System Due Diligence
Legal Due Diligence
Environmental Due Diligence
Personnel Due DiligenceOf all the sub-classification of due diligence exercises, Financial Due Diligence has the highest significancewith regard to a corporate restructuring exercise. The reason is quite simple to understand. For an investor, thefinal decision should necessarily be in the form of financial terms and information. It, therefore, becomesimperative that the results of all other kinds (sub-classification) of due diligence should be translated inmonetary terms.The financial due diligence is generally done by professional accountants. Professional accountants are alsohired to conduct tax due diligence because of their knowledge and expertise in the area of taxation laws. Theacquiring enterprise engages other professionals to conduct other aspects of the over all due diligence reviewexercise. For example, a lawyer or a Company Secretary may be engaged to carry out legal due diligence, an personnel professional may be engaged to conduct personnel due diligence, an engineer and a marketing professional may be engaged for conduct of operational due diligence. However, the implications of all the duediligence exercises should be ascertained by the professional accountants engaged to carry out financial duediligence review. Accordingly, accountants need to review the reports of the due diligence exercises performedfor other aspects of business to evaluate the financial implications.
Timing of due diligence review exercise
There are no rigid rules for determination of the stage of acquisition at which due diligence review is conducted.The timing of the review is very much a situation-specific issue. It depends upon a range of factors that beginning from the nature of the transaction (inter restructuring, acquisition), the relationship between the parties involved (related parties, first time negotiator), the regulatory frame work (for example, in a takeover of a listed company, the acquirer may not be able to perform such a review, given the time, constraints and as thetarget is under no obligation to allow one). The list is never ending. Its is at this point at which significantamount of professional fees, etc. are incurred for the services rendered by the various professionals attachedwith the process of acquisition. It has been mentioned that due diligence reviews can be sub-classified intodiscipline-wise exercises. Various kinds of due diligence reviews are undertaken depending upon the nature of target’s operations.