Submitted To Prof. K.SUNDRA RAM

Section: C 1226209113
MBA IBF (2009-2011)



and 2) transactions involving mergers. whether outsourced or executed in-house. The due diligence process is applied in two basic business situations: 1) transactions involving sale and purchase of products or services. and equipment lists. due diligence is a vital tool when a company is confronted with major purchasing decisions in the realm of information technology. inventory lists. The importance of this kind of due diligence has been heightened in recent years with the emergence of the Internet and other transformative technologies. taken in their entirety. The due diligence process. purchase and sales agreements include a series of exhibits that. and partnerships of corporate entities. Indeed. so that they can make informed decisions about whether to go forward with the business action.Due diligence is a program of critical analysis that companies undertake prior to making business decisions in such areas as corporate mergers/acquisitions or major product purchases/sales. Origin of the term "due diligence" . These include actual sales contracts. In the former instance. whether the deal in question is a proposed acquisition of another company or a partnership with an international distributor. customer lists. and key developers. A due diligence investigation should answer pertinent questions such as whether an application is too bulky to run on the mobile devices the marketing plan calls for or whether customers are right when they complain about a lack of scalability for a high-end system. is in essence an attempt to provide business owners and managers with reliable and complete background information on proposed business deals. due diligence is a more comprehensive undertaking. The ultimate goal of such activities is to make sure that there are no hidden drawbacks or traps associated with the business action under consideration. corporate officers. The [due diligence] process involves everything from reading the fine print in corporate legal and financial documents such as equity vesting plans and patents to interviewing customers. In cases of potential mergers and acquisitions. acquisitions. employment contracts. These various "representations" and "warranties" are presented to back up the financial claims of both the buyer and seller. form due diligence of the purchase. rental contracts. "The track record of past operations and the future prospects of the company are needed to know where the company has been and where its potential may carry it.

which could be used by broker-dealers when accused of inadequate disclosure to investors of material information with respect to the purchase of securities. 2. how do we structure the acquisition and how much do we pay? 4. the conducting of due diligence investigations of any stock offerings in which they involved themselves. The term has slowly been adapted for use in other situations. as a standard practice. 3. This Act included a defense at Sec. they would not be held liable for nondisclosure of information that was not discovered in the process of that investigation. do we buy. An examination being achieved by asking certain key questions. and disclosed to the investor what they found. referred to as the "Due Diligence" defense. .The term "due diligence" first came into common use as a result of the United States' Securities Act of 1933. An examination aiming to make an acquisition decision via the principles of valuation and shareholder value analysis. acquisition." The Due Diligence process (framework) can be divided into nine distinct areas: Compatibility audit. but over time it has come to be associated with investigations of private mergers and acquisitions as well. Originally the term was limited to public offerings of equity investments. including. So long as broker-dealers exercised "due diligence" in their investigation into the company whose equity they were selling. The entire broker-dealer community quickly institutionalized. Due diligence in business transactions Due Diligence can be defined as 1. privatization or similar corporate finance transaction normally by a buyer. "The examination of a potential target for merger. 11. A reasonable investigation focusing on material future matters.

Reconciliation audit. Management audit. IT. For example. employee benefits and labor matters. Other areas include intellectual property. and international transactions. real and personal property. This is in order to reduce the number of failed mergers and acquisitions. the company. if a company claims that .In this regard two new audit areas have been incorporated into the Due Diligence framework the Compatibility Audit which deals with the strategic components of the transaction and in particular the need to add shareholder value and the Reconciliation audit. IPO: Due Diligence During the due diligence phase. In business transactions. Marketing audit. This phase will require the company to thoroughly review its business and to substantiate all claims in the registration statement. debt instrument review. and their attorneys will focus on the registration statement. which links/consolidates other audit areas together via a formal valuation in order to test whether shareholder value will be added. Macro-environment audit. the due diligence process varies for different types of companies. insurance and liability coverage. legal. Legal/environmental audit. The relevant areas of concern may include the financial. Information systems audit. Production audit. immigration. labor. tax.Financial audit. environment and market/commercial situation of the company. its underwriters. It is essential that the concepts of valuations (shareholder value analysis) be linked into a due diligence process.

Even Goldman Sachs." the company must be able to back up that claim. After all. product development road companies and well-seasoned corporations alike. or a supplier of a key component may face an extended shutdown as it irons out Y2K-related problems with its factory automation software. with an emphasis on identifying potential pitfalls. revenue "will have significant first-mover and time-to-market advantages as a software-based solution in the Internet postage market. This attention to detail is required for both brand-new dot. Besides inspecting the registration statement. For example. a financially troubled customer may tie up a company's inventory in a bankruptcy court proceeding. problems with partners in the supply and distribution chain can cascade back to the company itself. and suppliers. such as customers. retailers. and intellectual property portfolio. the underwriters and counsel for both parties will also question company officers and key employees. The due diligence team will also speak with third parties. a veteran investment banking firm. the Securities and Exchange Commission may ask for such data. This review may also uncover additional information that needs to be addressed or disclosed. provided this litany of risk factors in its registration statement. Indeed. This will include a thorough discussion of the company's business and marketing plans. Example: Goldman Sachs Registration Statement MARKET FLUCTUATIONS COULD ADVERSELY AFFECT OUR BUSINESSES IN MANY WAYS ·Losses from Trading and Investment Activity ·Lower Revenues from Investment Banking Activity ·Lower Revenues from Commissions and Asset Management Fees ·Concentration of Risk ·Ineffectiveness of Hedges ·Prolonged Market Downturn ·Other Risks Increased by Market Risk .


and material contracts. Again.EMPLOYEE MISCONDUCT COULD HARM THE FIRM AND IS DIFFICULT TO DETECT AND DETER THE FINANCIAL SERVICE INDUSTRY IS INTENSELY COMPETITIVE AND RAPIDLY CONSOLIDATING ·Trend toward Consolidation and Increasing Competition ·Increased Need for Capital ·Competition in Non-U. a confidential settlement between a senior executive and . AND THE MARKET PRICE OF THE SHARES WILL FLUCTUATE INVESTORS IN THE OFFERINGS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION The third leg of the due diligence review involves an audit of company records. Markets ·Competition from Alternative Trading Systems WE ARE EXPOSED TO RISKS IN EMERGING AND OTHER MARKETS OUR CONVERSION TO CORPORATE FORM MAY ADVERSELY AFFECT OUR ABILITY TO RECRUIT. Finally. the team will be looking for hidden problems in the company's corporate documents. AND MOTIVATE KEY EMPLOYEES THE FIRM WILL BE CONTROLLED BY ITS PRINCIPAL SHAREHOLDERS AND WILL BE SUBJECT TO ANTI-TAKEOVER PROVISIONS OUR SHARE PRICE MAY DECLINE DUE TO SHARES ELIGIBLE FOR FUTURE SALE THERE HAS BEEN NO PRIOR MARKET FOR THE COMMON STOCK. licenses.S. the company and its employees should be sensitive to personal matters that may affect an initial public offering. RETAIN. For example.

and/or a buyer is not both reasonable and prepared for the investigation. its fit with the buyer prospect¶s experience. it can be a trying process. and also the need to respect the seller¶s confidentiality. In depth due diligence is not a µfree look . skills. No one in the process wants to waste time. money and energy on a deal that cannot or will not happen. Accordingly. But. the seller has something to hide. and that the information he has been provided thus far by brokers and sellers is accurate within a reasonable degree of tolerance to the buyer. and financial resources should begin the minute a buyer starts considering the opportunity. in depth DD is generally conducted after a binding agreement is in place and earnest money has been provided. Due Diligence Considerations. Many times the exploration process will not get past the first look at the offering prospectus or first meeting. This may be relatively painless with an honest seller and well organized business. Process & Timing Buyer Due Diligence (DD) on a business (going concern) acquisition is the process of verifying that a prospective buyer is purchasing what he THINKS he is purchasing. may affect public perception of the company and its leadership. Due to serious concerns about confidentiality. So. DD is a mandatory step in purchasing any business. This article focuses on the DD that will occur when a buyer gets past the initial stages and has come to some terms with the seller. (such as financing) or if due diligence uncovers material facts in dispute with the prior representations on which an Offer. presented by a professional broker. especially if a business is not well organized. a buyer must do his homework. Once there is an agreement in place. Put simply. and time and expense. disruption of current and future business. Some degree of exploration and analysis of the business. as one side or the other recognizes this deal is not mutually beneficial. the process will go step by step with additional information provided as a buyer is apparently more qualified and serious.a plaintiff for a fraud-related case. If there are brokers or alternative advisors representing the buyer and seller. or at least an LOI (letter of intent) was based. a frank discussion with counsel is encouraged. Earnest money is refunded only if specific contingencies cited in the agreement are not met. its viability. and know precisely what he is buying. he or she will understand the buyer¶s need for information to make a decision. even if it had no merits. Buyers are encouraged to engage the assistance of a CPA with some small business experience to make the process far more efficient and productive.

the lender will be conducting their own DD. The objective is to ensure the buyer gets all the material facts required to make a fully informed decision and assessment of the true condition of the business while not disrupting the seller¶s business unduly. this is step one. Many businesses require outside financing. Financials will be analyzed. It is best to work out some type of planned schedule in advance so everyone¶s expectations are met and we do not have disagreements or unnecessary delays. and their own accountant. or even better. timing is critical. potential exposure to employees. a buyer has 2-3 weeks to accomplish this process while working around the schedules of the seller. most buyers will already have obtained and reviewed financial statements and tax returns in order to define the price and terms that will work for the deal. with any information not available at the CPA¶s office to be provided by the seller. insurance is an issue for many businesses²workers¶ comp. the buyer essentially has a secondary DD partner. often in the LOI or Offer document. Often the best route is to have the seller¶s CPA meet with the buyer¶s CPA. Once a buyer has a loan proposal.period¶ in which a buyer can decide if he likes or does not like ³anything at all´ about the business. liability. To this end. contractors¶. or through the provision of a DD list. If the seller¶s . Measurable contingencies and due diligence requests should be precisely listed at the outset of the process. so at least a loan proposal is commonly required before any other DD that involves the seller¶s time begins. It is often best to start with the current providers. For example. If there are any other major contingencies. fleet. as it will generally entail coordinating meetings with several people. but only with the seller¶s permission and even an introduction. Financial DD should be scheduled during this time. can begin. vendors and customers required for due diligence of his ongoing business unless a buyer is committed to the purchase. Pre-Offer or LOI. and expense for advisors. If not. and no deal will take place without this. the parts of due diligence that open the seller up to exposure and potential business damage. The seller cannot be asked to commit the kind of time and energy. the seller¶s accountant. Extensive DD simply cannot occur with every prospect on a business. and they generally have a lot of experience with this. and the fact that the tax returns were indeed filed and accepted by the IRS will be verified by the lender. a loan commitment. these should be tackled next. Generally. If a lender is providing financing.

The seller does not want to have to present a new person as the next owner of his business. these meetings will only take place when all other contingencies have been met. a paper trail can be followed to track orders.accounting records are available via QuickBooks or Peachtree Accounting. and do not contain the type of proprietary info that should not be handed over until closing. The seller does not want the potential of a major change to disrupt his business unless the deal is virtually certain to close. If the business has sellable inventory. this may be done with some restrictions in the accountant¶s or seller¶s office. The inventory value should be finalized the night before closing. and work with the seller to clear any old liens that may be incorrectly showing as active. Otherwise. asset. billings. only to have to ³take it back´ next week. The method needs to be decided ASAP so that an outside firm can be retained if needed. or simply via e-mail. customer or vendor accounts appear unusual in any way. etc. as they have no reason to leave a job that they need and like. If any problems are uncovered. If the new owner treads slowly in making major changes. and lose . If there are key employees or customers that must be interviewed prior to closing. and are very much wanted and needed by the new owners. The new owners and the seller reassure the employees that THEY are the reason for the success of the business. the buyer will have the luxury of looking at the accounting records at their own leisure. Employment. so the parties need to decide how adjustments to the estimated inventory will be handled. etc. employees find out that a business has a new owner after closing at a meeting. unless the seller has already informed these people in advance of his intentions. Financial DD on most small businesses can be accomplished in 1-2 days of focused work if everyone co-operates. Often a ³last minute´ adjustment cannot be made within the third party loan amount. most often all employees will stay on. This is sometimes done in an interview session. The closing attorney or buyer¶s attorney will do a lien and law suit search. deposits. and operations questions not answered prior to DD should be addressed to the seller and/or their broker for responses. the buyer will be informed. Generally. If any reports. Other liens will generally be cleared at Closing with payments made directly to lenders or creditors by the Closing attorney with funds from the transaction. this will need to be counted or the final amount being purchased somehow agreed-upon. with refreshments. fax.

service. licenses. or the buyer may need a new contract. Buyers should have time to evaluate all employees in the working environment before deciding to terminate existing staff. or perhaps some anomalies in the business records. . The seller remains in the background in case of any questions. These often involve an accountant and/or attorney who assists with the establishment of a new legal entity to purchase and hold the business assets. The seller and broker will also be a good resource for what accounts need to be contacted to ensure continuity of services. because their needs are being met! The buyer also has many ³transitional´ tasks that are not so much DD on the business as set-up requirements to ensure that the business will run smoothly the day after closing. but a buyer should not over-react and assume this is fatal to a deal. . Naturally. Communication errors can and do occur with many parties to a deal. is why they deal with the business in question. If there is an existing written contract. in order to ensure a continuity of relationships and a smooth transition. Quality. During due diligence. it may or may not be invalidated by a sale. which can lead to some interesting issues. on-time. many sellers introduce their buyers as a ³partner´ who has begun working with them so that they can grow the business and better serve that customer¶s needs. at the price they were quoted. especially since often times the new owner does not know how to run the business without those employees. many of these can . Many times. or it may be assumable. utilities. and small businesses often have ³do it yourself´ bookkeeping. In fact. and soon the customers are just as comfortable with the new owner as they were with the old owner . bank accounts. these must be questioned. Customers of a business are typically only concerned about one thing: are their needs being met? They do not care if Joe or Sam owns the business.their source of income. so long as your plans do not upset their prior working relationship with the business. the buyer clearly needs assurance that they can obtain a contract that can be signed ³subject to´ closing on the new business. Buyers should have their attorneys advise them as to the nature of the contract. with input from the seller. and purchases for the going concern. If a new contract is required. the contract will continue under new owners. Most businesses do not inform any of their customers about a change in ownership until after a sale. and all related tax ID¶s. etc. buyers may find some inconsistencies with what they previously were told or understood. However. etc.

Two different sample due diligence lists are attached Buyer¶s Due Diligence Checklist #1(asset sale) 1. . Verify State Sales Tax payments are up-to-date. 3. Verify income tax returns have been filed and accurately reflect previously analyzed financial statements. If a business turns out not to be as originally presented in terms of revenue. no business is perfect (as the cliché goes) and a buyer cannot expect to renegotiate based on a non-material difference. and will have a true desire to make the deal work. Review any company contracts for potential liabilities or future payments. Review equipment & maintenance records to ensure that required maintenance has not been put off to dress up earnings pre-sale. Review A/P & A/R aging reports for unusual accounts or patterns. 5. Neither principal should over-react to a DD hurdle or there will be no deal. you hire counters? (Just before Closing) Funds need to pay for positive adjustment? 6. and neither party gets what they want. Verify Workmen¶s Comp payments and any other insurance plans are up-to-date. Determine physical inventory to establish existence & condition of inventory²you count. 2. liability. Review status of any customers with large balances due. Buyers and their advisors should speak with the seller and their advisors about their concerns so that the problems can hopefully be resolved. property. Ensure buyer has Federal EIN & GA Taxpayer ID number. Normally. Verify with lien search. profits. personnel. 4. On the other hand. both sides of the deal will have spent a lot of time. Obtain seller assurance that obligations under any contracts of the company have been disclosed. etc. contracts with customers. energy and money getting to this point. fire. 7. or assets²factors which affect the value of a business²then a renegotiation of price and terms will often be called for. Obtain seller assurances that all liabilities secured by equipment have been fully disclosed. Ensure buyer obtains Workmen¶s Comp and all other necessary insurance²fleet. Verify that there are sensible explanations for any material differences in income and expense categories between the tax return & financials. plus sales tax account if needed. 8.

Review. obtain new Lease for premises. 15. Obtain new bank account(s) ±requires Corp. assume. Conduct a UCC Filing Search under the official name of the business and all DBA¶s. Buyer is responsible for assuring their own due diligence is done to their satisfaction. Contact administrators of any company payroll. Meet with Landlord & get Lease executed. or retirement plans to establish new accounts. Other vendor accounts that need transfer or set up? 11. (Closing Atty generally does this) 14. Check employee vacation accruals and scheduled pay increases for future.9. or it could be provided directly by the seller via interview or written response. and at their expense. Assess the likelihood of undisclosed miscellaneous liabilities. This is just a basic list with those items most commonly done. Some of the information will be obtained through examination of the data on-site. Entity docs. health insurance. Due Diligence Checklist # 2 Following is a common list of the information needed for a more thorough Due Diligence. through the business accountant. Determine who is liable for any bonuses or vacations and how compensation occurs. Buyers should always take into consideration the capabilities and systems of the business and its owners when requesting information. and obtain general representations & warranties by the Seller in that there are no known undisclosed or contingent liabilities. plus business license(s). Conduct a public records search in the local county court records to uncover undisclosed liens or litigation. (Closing Atty generally does this) 13. Any employee contracts required? 10. . Some of the information may not be applicable to a specific business. 12.and credit card processing. Broker is not able to give legal or accounting advice.

Copy of Bank statements and copy of checks± only if need to verify items. Bonus and incentive pay plans 3. insurance. Description of procedures or functions« operations manual. Trade names held 15. personal loans. Competition -advantages and disadvantages 12. Warranty /guarantee provisions for past sales Accounting Records 18. Tax return for last three years . service providers. customers. Recent payroll report²payroll company or employee leasing? Contact info 7. Financial statements for last three FY¶s 19. Pension and deferred compensation plans-Contact info for administrators 4. 21. Quick Books/Peachtree company file available? 20. Vacations entitlements 5. suppliers. Systems/reports used to manage the business Marketing & Sales 11. Copy of any agreements with major customers 14. 9.Personnel 1. vendors. Pricing policies 13. copy of any forms used available? 10. Forecast of market growth and company sales growth 16. Details or advertising and promotions campaigns 17. « 6. Resume or job description of each employee and reporting structure Operations 8. Methods and levels of pay for employees 2. Benefits programs ± automobiles. and others. Agreements with insurance companies.

Dates and results of any federal. Current accounts receivables & accounts payable aging 24. It is confined both in time and in subjects: Legal. and potential litigation 29. Financial. List of all patents. Asset lists and records for fixed assets & inventory²counting and valuation methods. e-mail addresses owned/used by business 38. current mileage 34. and local tax audits. Details on insurance coverage and history of losses covered by insurance 30. recent Phase I? 33. Equipment list w/ market value²any leased equipment? Can it be paid off or assumed? 35. licenses.22. Any description and valuation data on building if being sold 32. History of changes in accounting policies 23. by employees) 36. Landlord contact OK? Contact info. state. History of bad debts 25. Lease on premises²assumable or new lease required. other intangibles 39. Marketing. market value. Information on any environmental issues. Listing and assessment of past. Technical. General 28. The DD is a process which is more structured than the preparation of a Business Plan. Controls. Any assets need to be replaced soon? Are any assets used in the business not owned by the business? (owned by you personally. 27. Capital expenses/major maintenance ±capital expenses and major maintenance expenses currently needed or reasonably expected to be needed in the next year 37. List of all vehicles ± year and model. . pending. List of all website URL¶s. Banking relationships Land. Building. employees 26. Details of any unusual payment arrangements with anyone-vendors. & Assets 31.

Customer after-sales service (hotline. upgrades. Points regarding the political. What factors are important in the customer's decision to buy (or not to buy). etc. Planned market research. . maintenance. Attach a flow chart of the purchasing process from the moment that the client is approached by the sales force until he buys the product.). guarantees and after-sales service. dealerships. invoicing. A sales forecast by product group. salesrelated incentives. shipping. special offers. training of the sales personnel. What customer needs do the products / services satisfy. support. A list of the direct competitors and a short description of each. The strengths and weaknesses of the competitors relative to the firm. A vision of the business in the future.The Marketing Plan Must include the following elements: y y y y y y y y y y y y y y y y y y y A brief history of the business (to show its track performance and growth). Missing information regarding the markets. sales targets. Development of new products or services. Promotion of the sales of the products (including a description of the sales force. A general overview of the market and market segmentation. legal (licenses) and competitive environment. Comparison of the firm's products and services to those of the competitors. Customer loyalty (example: churn rate and how is it monitored and controlled). Is the market rising or falling (the trend: past and future). y y y y Distribution of the products. Warranties. telemarketing and sales support). the clients and the competitors. Products and services and their uses. Which markets segments do we concentrate on and why. y Marketing and advertising campaigns (including cost estimates) . The pricing strategy (how is pricing decided).broken by market and by media. A flow chart describing the receipt of orders. complaints.

y Cash Flow Projections and the assumptions underlying them. y y y y y y Legal opinions regarding the possible outcomes of all the lawsuits and disputes including their potential influence on the firm. The charter (statute) of the firm and other incorporation documents. Copies of all protocols of the Board of Directors and the General Assembly of Shareholders. Ownership of the firm. The statements have to include: y y y y Balance Sheets. Audit reports (preferably done according to the International Accounting Standards. . A legal opinion regarding the above licenses. Signatory rights backed by the appropriate decisions. Income Statements.Legal Details y y y y Full name of the firm. Court registration documents. A list of lawsuit that were filed against the firm and that the firm filed against third parties (litigation) plus a list of disputes which are likely to reach the courts. Cash Flow statements. if the firm is the result of a merger. in accordance with FASB). or. Copies of licenses granted to the firm. if the firm is looking to raise money in the USA. Financial Due Diligence Last 3 years income statements of the firm or of constituents of the firm.

other). Need for know-how. etc. software. water. references. Raw materials: sources. technical specification. transmitters). Leases. cost and quality. Monitoring of orders and shipments. receivers. Integration of new operations into existing ones (protocols. technological transfer and licensing required. Suppliers of equipment. Infrastructure (power. Internal audits (frequency and procedures). y y y y y y y y y y y y Technical Plan y y y y y y y y y y y y y Description of manufacturing processes (hardware. Import restrictions or licensing (where applicable).). archives. services (including offers). balances. Introduction of international accounting standards. etc. Relations with suppliers and support industries. Methods to price products and services. Manpower (skilled and unskilled). .Controls Accounting systems used.). collections of debts and ageing of receivables. lines. Cost accounting system. Keeping of records. filing. Budgeting and budget monitoring and controls. The banks that the firm is working with: history. communications. Sites. Payment terms. special arrangements. External audits (frequency and procedures). Monitoring of sales. Environmental issues and how they are addressed. Transport and communications (example: satellites. software.

. This is a process much more serious and important than the preparation of the Business Plan.A successful due diligence is the key to an eventual investment.

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