Due Diligence (DD) refers to the process undertaken by an acquiring firm in order to rigorously assess the target company’s business, including, but not limited to its assets, capabilities, financial performance and even its reputation.
It is an investigation that…
Due Diligence (DD) refers to the process undertaken by an acquiring firm in order to rigorously assess the target company’s business, including, but not limited to its assets, capabilities, financial performance and even its reputation.
It is an investigation that provides the acquiring party with a thorough understanding of all stakeholders (partners, shareholders, management,) in order to minimize a company’s exposure to risks before and after M&A transactions.
While traditional Due Diligence focuses mainly on financial and accounting aspects, thus providing a comprehensive view of all the company’s financials, the Due Diligence process has evolved and diversified in order to meet new compliance requirements: Due Diligence can now be used as a means of defense against a charge that a regulation has been violated.
Therefore, the scope of potential compliance risks can be extensive and includes such diverse legal topics as anti-corruption regulations, money laundering and the financing of terrorism, bribery, procurement law and even European and national data protection regulations. Due to potentially substantial fines (and, with regard to recent developments, damages claims), antitrust and competition law may be a key issue during a compliance Due Diligence investigation.
The risk-based approach, more so than any other Due Diligence process, requires a preliminary assessment based on publicly accessible information, such as print and online media, commercial registers, specialized databases, and the World Bank’s List of Ineligible Firms & Individuals. A questionnaire may also be sent to third parties to look for gaps or inconsistencies in the information collected in initial internal and external questionnaires.
The next step deals with risk analysis: on the basis of the identified risks, an enhanced Due Diligence should be performed. In the event of potential risks (red or yellow ‘flags’, for example), companies would be advised to conduct in-depth compliance Due Diligence by means of investigations, field surveys and interviews.
If part of the Due Diligence process can be carried out by the companies themselves, it should be noted that performing Due Diligence is time-consuming, tedious, and sometimes expensive as the integration of multiple Due Diligence database subscription services is required.
Therefore, outsourcing Due Diligence and investigations is essential, as a complete and thorough Due Diligence process tailored to the operation is a necessary prerequisite to success.