How does due diligence work in business sales? What can you expect to be asked to provide during the Due Diligence process?
Due diligence
in the context of business sales refers to the comprehensive investigation
and examination of a company that a potential buyer undertakes before completing the acquisition. The main objective of due diligence is to assess the company's financial, legal, operational, and strategic aspects to determine its true value and identify any potential risks or issues that might affect the transaction or the buyer's future operations.
We are often asked, "how long will the Due Diligence process take?" This will vary from business to business, and indeed, buyer to buyer. For a small business with a basic structure and simple accounts, this process could take weeks, where larger companies with a more complex structure could take many months. The one thing to be VERY clear with Due Diligence is it's the acquirer and/or their representatives that are in the driving seat. We cover this in greater detail at the end of this blog post.
Junction Twenty will cover many of the points covered in the Due Diligence helping you be prepared for what may be asked and requested.
Here's how due diligence typically works in business sales:
Preliminary Assessment:
Initially, the potential buyer may conduct a high-level review of the target company's publicly available information, such as financial statements, business plans, and market data, to gauge its suitability and alignment with their strategic objectives.
Non-Disclosure Agreement (NDA):
Before delving into sensitive information, the buyer and the target company usually sign a non-disclosure agreement to ensure confidentiality and protect proprietary data. Business owners need to be aware that in the Due Diligence process you will be giving away your "secret sauce". While Non Disclosure Agreements provide protection, the potential buyer cannot "unsee" or "unhear" what's been shown or discussed.
Information Exchange:
The target company provides the buyer with a data room or access to a secure online platform containing a wide range of documents related to the business, including financial records, contracts, intellectual property, employee agreements, tax information, legal documents, and other relevant materials.
Financial Due Diligence:
Financial experts examine the target company's financial statements, tax records, turnover, profit margins, cash flow, debt obligations, and other financial metrics to verify the accuracy of the reported figures and assess the company's financial health and stability.
Legal Due Diligence:
Legal professionals review contracts, leases, licenses, litigation history, intellectual property rights, regulatory compliance, and any pending legal issues to identify potential legal risks and liabilities.
Operational Due Diligence:
Operational experts assess the target company's operational processes, supply chain, technology, inventory management, human resources, and other aspects to evaluate the efficiency and effectiveness of its operations.
Commercial Due Diligence:
This step involves analysing the market, competition, and the target company's positioning within its industry to understand its growth potential and market outlook. How does your business really differentiate itself in what could be a noisy and competitive market?
Management and HR Due Diligence: The buyer evaluates the key management team's capabilities, organisational structure, and overall human resources to ensure continuity and assess any potential HR-related risks. Any disputes with employees would need to be resolved before any sale progresses.
Environmental and Regulatory Due Diligence:
If applicable, environmental specialists investigate the target company's compliance with environmental regulations and identify any potential environmental liabilities.
Risk Identification and Mitigation:
During the due diligence process, the buyer and their advisors identify potential risks, issues, and areas of concern. They then work to determine strategies to mitigate these risks or renegotiate terms if necessary.
Valuation and Negotiation:
The findings from the due diligence process often play a crucial role in determining the final valuation of the target company. The buyer may use the results to negotiate the purchase price and terms of the acquisition.
Decision-making:
Based on the outcome of the due diligence process, the buyer can make an informed decision on whether to proceed with the acquisition, renegotiate the terms, or walk away from the deal. Part of the Junction Twenty "advanced" programme is to agree what your lowest acceptable offer
is, to agree this in the "cool light of day".
The Due Diligence process can be an incredibly tough and lengthy process, many business owners fall into the trap of taking what can be be a significantly reduced offer simply because "they have come this far". Preparation with Junction Twenty long before Due Diligence starts minimises this risk.
Due diligence is a critical step in the business sales process, as it helps the buyer make well-informed decisions and minimises the potential for unexpected issues or liabilities arising after the acquisition is completed.
What dangers does the due diligence process pose to a seller?
While due diligence primarily serves the interests of the buyer, it can also present certain risks and challenges for the seller in a business sale. Sellers should be aware of these potential dangers and take steps to manage them effectively. Some of the dangers that the due diligence process poses to a seller include:
Leakage of Sensitive Information:
During the due diligence process, the seller is required to disclose sensitive and confidential information about the company to the potential buyer. There is a risk that this information may be leaked or shared with competitors or other unauthorised parties, potentially harming the seller's business operations or competitive position. A NDA does NOT guarantee complete security.
Business Disruption:
The due diligence process can be time-consuming and disruptive to the seller's day-to-day business operations. As the seller opens up its records and facilitates access to information, employees might get distracted, leading to a temporary dip in productivity. If the employees have not been advised of the potential sale, they may become suspicious at this point.
Negotiation Leverage:
The buyer's findings during due diligence can be used as leverage in negotiations. If the buyer uncovers significant issues or risks, they may try to renegotiate the purchase price or other terms of the deal to their advantage, putting the seller in a more vulnerable position. Make sure you have your "Lowest Acceptable Offer" clear in your own head BEFORE the Due Diligence Process starts.
Competitor Awareness:
If competitors become aware of the business sale and the due diligence process, they might take advantage of the situation to poach customers, key employees, or otherwise exploit potential vulnerabilities of the seller.
Damaged Reputation:
In some cases, the disclosure of certain information during due diligence could negatively impact the seller's reputation, particularly if the information reveals past or ongoing legal disputes, regulatory issues, or other controversies.
Burden of Preparation:
The seller's team must dedicate significant time and effort to prepare for due diligence, including gathering and organising relevant documents, financial records, and other information. This can be a substantial burden, especially for small or resource-constrained companies.
Uncertainty and Stress:
The due diligence process can create uncertainty and stress for the seller. As the buyer conducts their investigation, the seller may be uncertain about the outcome and whether the deal will ultimately go through.
To mitigate these risks, sellers should:
1) Be selective in disclosing sensitive information and use non-disclosure agreements (NDAs) to protect confidential data.
2) Prepare in advance for due diligence by organising and reviewing key documents, addressing any known issues, and being transparent about any potential risks.
3) Engage experienced advisors to guide them through the process and help negotiate favourable terms.
4) Consider the use of exclusivity or break-up fees in the sale agreement to protect against excessive renegotiation demands.
5) Maintain regular communication with employees and stakeholders to manage any concerns or uncertainties during the due diligence process.
By being proactive and diligent, sellers can navigate the due diligence process more effectively and protect their interests during the business sale.
How long can the due diligence process take?
The duration of the due diligence process in a business sale can vary significantly depending on several factors, including the complexity of the deal, the size of the company, the industry it operates in, the level of preparedness of the seller, and the thoroughness of the buyer's investigation. In general, the due diligence process can take anywhere from a few weeks to several months. Here are some factors that can influence the timeline:
Scope and Extent of Due Diligence:
The depth and breadth of the due diligence examination can significantly impact the timeline. A more extensive review covering multiple aspects of the business, such as financials, legal, operational, and commercial aspects, will likely take longer than a more focused evaluation.
Access to Information:
The seller's ability to promptly provide all requested information to the buyer's due diligence team can affect the speed of the process. A well-prepared seller with organised data and documentation can expedite the process.
Buyer's Resources and Motivation:
The availability of the buyer's due diligence team and their motivation to complete the process quickly can impact the timeline. Serious buyers with dedicated teams may move faster compared to those with limited resources or competing priorities.
Complexity of the Business:
The complexity of the target company's operations, industry-specific regulations, and the presence of any unique assets or risks can contribute to a more prolonged due diligence process.
External Factors:
External factors such as regulatory approvals or third-party consents required for the transaction may introduce additional time delays.
Negotiation and Deal Structure:
Sometimes, the buyer and seller may negotiate certain aspects of the deal based on the findings during due diligence, which could add time to the process.
Market Conditions:
The state of the market and economic conditions can also play a role. In a competitive market, buyers may feel the need to move quickly, while uncertain economic conditions might lead to more cautious and lengthier due diligence.
Given these factors, a straightforward due diligence process for a small business with relatively simple operations might take a few weeks, while a complex and large-scale acquisition involving a multinational corporation could take several months
to complete.
It is essential for both parties to communicate openly and set realistic expectations regarding the timeline of the due diligence process. By doing so, they can ensure that the process is conducted thoroughly while avoiding unnecessary delays that might adversely affect the overall transaction.
Have a chat with us, there's no obligation and it's 100% Confidential. Use the form here
to contact us. Maximising the RETURN of your LIFE investment is what we're all about.