Due Diligence

Buyers of businesses are naturally concerned that they have made a “good” buy and that any representations made to them have been true and correct.

To provide this assurance there will often be a condition in the agreement for sale and purchase for the buyers (or their professional advisors) to check the business further. For the smaller business this may be as basic as approving the lease and the financial statements.

For the larger business the process may be far more complex and take longer to complete. The focus will be on three main areas: legal, financial and operational. Experts may be required to evaluate the different areas.

Business owners planning to place their company on the market need to anticipate the probability of some form of due diligence requirement. To ensure a win – win deal they need to be aware of what the buyer will want to see, have the information ready for inspection and be certain that no unexpected surprises will emerge. And the seller needs to see the process from the buyer’s perspective.

Missing documents, lack of co-operation or a lack of understanding of the process can lead to uncertainty, delays, suspicion and, often, cancellation of the contract,

The experienced business broker should educate both the buyer and seller on the due diligence process so that both have reasonable knowledge and realistic expectations. However, it is not the broker’s job to conduct due diligence for the buyer. The broker can facilitate the flow of information, anticipate obstacles and check that those responsible for various tasks are carrying them out in a timely fashion.

Below is a list of information that may be required under due diligence for a mid size business. This is not meant to be complete or appropriate for any specific business.

• business structure – company, partnership, sole trader
• historic summary
• financial statements and GST returns
• lease details
• assets schedule and identity of any plant, , leased, hired, or not passing in the sale
• organization structure, employment contracts and staff schedule
• pricing, structures, discounts, terms of trade
• marketing and advertising strategies and commitments
• any trademarks or patents
• contractual arrangements e.g. franchises licenses, supply contracts etc
• computer software and other IT information
• any legal issues

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