Also called corporate due diligence or merger & acquisition due diligence, this process is a potent tool for the buyer or acquiring entity.
It’s a comprehensive investigation that allows them to learn everything about the target company before completing the formalities. Buyers, such as businesses, conglomerates, or VCs, rely on this critical procedure to understand the target entity’s financial viability and ensure the deal passes all the legal and regulatory checks. The process involves studying the other entity’s finances, operations, taxation, vendors, administration, market signals, licenses, and more, depending on the nature of the deal and the business.
Commercial due diligence is an exhaustive process that helps gain valuable insights into a deal through collated data, enabling better negotiations. Because of the rigorous approach required, some companies outsource this work to dedicated specialists who add value to the process with their knowledge, experience, and expertise. It frees their precious time without causing any loss.
It starts with finding the target business in a desired industry where you wish to expand your reach. You collect financial data from public sources, such as relevant government websites.
The next step entails screening different targets based on specific pre-determined parameters. During screening, the investigative report focuses on potential red flags, such as accounting irregularities, fraud, money laundering, etc. Implementing AML screening solutions will help identify these red flags through automated watchlist checks and real-time risk detection.
After this, a letter of intent is sent to the targets demonstrating genuine interest in the M&A. It also empowers buyers to seek information from them about lawsuits, connected parties, vendors, and more. All these inputs go into the commercial due diligence statements for a detailed or comparative target(s) analysis.
Suppose the report indicates a specific deal as a good opportunity. Then, both buyers and sellers can involve their investment and legal teams to trigger negotiation. They will refer to due diligence data. Even the deal value will be derived after considering the potential challenges and prospects mentioned in the due diligence documents.
Lastly, after final negotiations, buyers prepare a rough copy of the agreement for the seller to have a final look and take a call. Papers are signed, and the transaction is executed per the mutually agreed terms and conditions.
Although there are many things to consider, one must review financial documents thoroughly to comprehend the target organization’s economic status. Income statements and balance sheets will need special attention. Studying contracts and other documents is also necessary to understand the legal risks.
Products and services need deep delving to understand their efficacy. One must test and assess them end to end. At the same time, taking a full view of the market position and competitiveness helps buyers visualize the company’s future with them.
Commercial due diligence is more than just a step in M&As. It’s a powerful tool that can uncover risks and liabilities early in the deal, allowing investors to focus on the best opportunities. It also empowers decision-makers to see beyond the apparent challenges and turn a merger or acquisition into a success by effectively managing the hurdles.