The
buzzword here is caution. Information
about companies isn’t as freely available, thus more risk is perceived, making
buyers more cautious about undertaking transaction. Clients will be insisting for greater details
due to heightened caution, making information–gathering processes longer.
Company’s
value can be difficult to be established fairly and accurately because of
market volatility. The gap between a
buyer’s off and a seller’s price widened.
Due
diligence exercises have become more detailed. Greater caution is being seen vis-à-vis
projection where even minor aspects are under the microscope. Strategies are definitely shifting. The demand for more detailed information that
could even extend to individual personal histories and tax profiles.
Before
the global financial crisis, due diligence took less time. Company’s general
financial matters come under intense scrutiny. There are at least 10 other areas being
examined in more detail:
1)
Commercial
2)
HR
3)
Company synergies
4)
Forecasts
5)
Credit Records
6)
Assets
7)
Deal Economics
8)
Post-deal risk mitigation
9)
Policies & Procedures
10) Risk
Due
diligence is carried out by many parties. Carrying out due diligence helps identify
problems or shortfalls that can be effectively addressed by the seller. Advantages when due diligence is carried out
by those who want to sell their business:
·
Identified possible problem areas can be ratified.
·
Potential buyer is less, likely to have to deal with “surprise” during
sales process
·
Can substantially reduce the time taken to complete the deal
·
Seen as an attempt at better transparency and more serious about the
deal.
Different
buyers look for different things. Due
diligence basically gives an assessment of the health of an asset from various
standpoints:
·
Financial
·
Operational
·
Regulatory
The
role of due diligence advisor help provide additional, unexpected perspective
of risk. Sometimes, in dealing with
details, the big picture slips under the radar. Good advisor can contextualise the information
in relation to current market events and industry performance highlighting
serious implications or adverse impacts.
People
are taking more time and become more discerning about the kind of due diligence
that is being conducted. They are
looking for more details and applying deeper analysis before making any commitments.
Companies have adopted a wait and see
approach, with caution the overriding factor in all transactions.
Focus
will still be on cash flows and working capital. Even so, a certain amount of anticipation need
to be applied so that future hot spots can be identified and rectified. Due diligence should also ideally lead to
better understanding of the business and assessment of its long-term potential
Shared
from article by
Majella
Gomes
The
importance of Being Diligent
Accountants
Today
September
2009
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