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  Thailand Articles

15 Feb 2008 20:31:10 GMT

Due Diligence

Due diligence is probably the most critical stage in the buying process. Many prospective buyers incorrectly identify this period as strictly a financial review, but it goes far beyond that. Due diligence encompasses a far greater project - the complete investigation and review of the business.

One of the keys to buying a business that’s good for you comes from your ability to learn the intimate details of the business - to identify its strengths and weaknesses, pluses and minuses, growth opportunities and areas of concerns.

 

When To Start The Due Diligence?

The investigation process begins the moment a business becomes of interest to you. Your goal is to make certain that you uncover everything about any business BEFORE you buy it. You don’t have to meet the seller or even visit the business for your research to begin to investigate the business, the industry, the competition, the marketing, the suppliers, and on and on.

The importance of beginning your investigation early-on cannot be emphasized strongly enough. This way, you’ll position yourself to ask the proper questions to the seller. Once you progress to the stage of an accepted offer, you will commence the inspection or financial due diligence. This period usually lasts 15-30 days. This is the time when you’ll have access to all of the company’s books and records.

Once you begin looking at a particular business, you’ll find a thousand things crossing your mind regarding the acquisition. Keep a notepad handy at all times and log your thoughts. You’ll have many thoughts about things “I need to check out”. Write these all in one place. Don’t trust your memory; these little things are the ones that can come back to haunt you down the road. Begin to put together your checklist of what you need to investigate and how you’re going to do it, along with the materials you may need from the seller to accomplish it.

 

Allow Yourself Enough Time

Many sellers and some brokers will press for a very short inspection period; sometimes just days. Don’t get bullied into this - give yourself ample time to complete this part of the process. You should allow for, and not settle for less than, at least a 15-business-day due diligence period.

 

Prepare Properly 

Since you’ll have some time restrictions (you’ll only have x number of days per the contract), provide the seller with a list of all the materials required to complete this exercise. No matter what you’re told, do not begin the process until they have everything ready for you.

 

Dealing With Surprises

You’ll probably find some surprises; don’t panic, it’s normal. Work through them. Get clarification. Build your case. Don’t run to the seller or broker every time you find an inconsistency between what you’ve seen versus what you were told. No business is perfect. The rule to follow is to not treat any incidents as catastrophes or any catastrophes as incidents. If you find a major problem, get your facts in order and you can then decide the appropriate action to be taken with the seller (i.e., renegotiation, walking from the deal, etc.).

According to industry statistics, nine out of ten people who begin the search to buy a business never complete a transaction.

While there are many reasons for this low figure, a lot of it has to do with buyers being unwilling/unable to “pull the trigger”. This gun-shy reaction is related specifically to uncertainty - if you have not thoroughly investigated the business you will not be 100% certain if buying it is the thing to do. And so, you’ll drop the project. Conversely, if you do a flawless job of investigating the business, and everything else adds up right, then making the final decision is simply one more step in the process!

 


 
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