M&A Blog » Valuation

Are You Properly Executing Due Diligence In Your Business Activities?

admin — Tue, 02 Jun 2009 17:13:33 +0000

Poring over due diligence checklists for every conceivable commercial activity is a necessity for those thinking of merging or purchasing business. They need a due diligence checklist to enable better and secured operations for their intended business activity.

Of the many different situations that arise when two companies move towards a merger or purchase, one of the most important yet most neglected is that of human interaction. All too often, this aspect is neglected, yet the success or failure of the merger is heavily dependent on this very factor. To take care of the human resource aspect of mergers, there are due diligence checklists that address the issue. The salient points that need reviewing are the organization of the company recruitment, contracts of employees, training and development, pay, pensions and benefits, performance and quality management, working time, equal treatment, etc.

This checklist structurally approaches the problem and helps HR people look at domestic or international acquisitions, evaluate international personnel policies and enables first time HR entrants to use a due diligence checklist to get oriented to the new situation.

Besides Human Resource checklists, there are checklists for the company as a whole. So what do these due diligence checklists really have in them? Due diligence checklists are not confined to one particular area within a company; a due diligence checklist should have some or all of the following items listed below:

How is the company organized? What is the organizational structure of the company and does it list the officers and directors of the company as well as specify their duties?

Who owns and controls the company? Is information readily available as to how the company is capitalized, including capital stock outstanding, options, warrants, related instruments and convertible securities?

What assets does the company own and how does it operate? What is the performance of the company in financial terms and does it cover at least three previous fiscal years? In addition, the interim position of the company for the past year should analyze the product sales and their cost to the company and help evaluate the value of assets being sold by the company.

What Intellectual Property rights does the Company have? Does the company own or use any trademarks, trade names, hold patents or own copyrights? Or does it have any liens against it or is it party to any restrictions that affect any of the aforementioned trademarks, trade names, patents or copyrights?

Are their any reports relating to the company? Has the company furnished copies of reports, studies, appraisals or memorandums about competition, pricing, product development or any other related issue?

Complies with the laws The company should comply with all applicable laws and have copies of licenses, permits, certificates, authorizations, approvals and exemptions etc.

Not a polluter or other environmental hazard Does it own, lease or operate any property or facilities and has it obtained clearance certificates from environmental authorities that have inspected these facilities and/or premises?

Is it involved in court cases or other legal problems? Has it provided lists pertaining to litigations, arbitrations or government proceedings that relate to the company? Has it furnished details regarding adjudications or settlements over the preceding ten years to which it was a party?

What are the completed works and contracts the company is engaged in? Does the company provide information regarding projects it has completed in the past ten years or has the company, in the recent past, changed its organizational structure? Has it merged or acquired or bought significant assets?

What details does it furnish regarding employees, benefits and contracts? Has the company furnished copies of its plans regarding employee benefits and does it reveal what are the guidelines governing termination of employees and how does it compensate them?

Tax return documents Detailed documentation pertaining to tax returns filed for the past three closed tax years as well as all pending taxes should be reviewed.

Wade Anderson is a CPA and operates DigitalWorkTools.com Legal Forms and Business Documents. Click to view a Due Diligence Checklist

Due Diligence Type I – Current State Evaluation

Alexander — Mon, 02 Feb 2009 23:07:26 +0000

The objective of any M&A due diligence is to reduce buyer exposure by providing the basis to make informed M&A decisions. When post-merger plans call for maintaining an autonomous technical environment, meeting this objective necessitates using a Current State Evaluation due diligence approach.

The focus of a Current State Evaluation is on understanding the target’s existing Information Technology (IT) proficiency and risks. The evaluation is comprised of four areas of concentrated discovery known as IT Due Diligence Focus Areas. These four areas represent a complete cross-section of a corporate IT environment.

Each area is evaluated using methods carefully selected to facilitate a rapid, yet accurate, assessment to meet the time demands of dealmakers. This requires using different methods for each.

IT Due Diligence Focus Areas:

Organizational Evaluation – During this evaluation, the organization’s IT management and senior most technical experts are evaluated as a leading indicator of the technology organization. The evaluation concentrates on job qualifications such as experience level and technical aptitude.

Processes & Routines – Here, extracts of the COBIT framework are used as a basis to analyze the 34 functions that define the activities performed by an IT organization. Each is evaluated on sophistication level and effectiveness.

Application Portfolio Evaluation – This focus area leverages software quality analysis guidelines outlined by the International Organization for Standardization (ISO) and the International Electrotechnical Commission (IEC). The emphasis is on determining an application portfolio’s “quality” using 25 pre-defined measurement criteria.

Infrastructure Evaluation – Spot-checks are used to examine the underlying nuts and bolts that support a company’s IT such as the network and servers. The evaluation is centered on areas that could represent buyer exposure or lead to post-merger issues.

The correlation between the focus areas ensures thoroughness and provides a critical congruency function. After conducting these evaluations, IT due diligence analysts will have discovered either positively or negatively:

If the IT management and technical experts are qualified for their positions.
If the IT organization’s talents are being properly applied through sound processes to deliver services, mitigate risk, and contain costs.
And, if the applied talent and processes are “resulting” in effectively deployed IT that is appropriately aligned to meet business objectives.

Throughout the evaluation, additional scrutiny is given to key risk factors such as information security, staff flight, and compliance adherence. Factors that have historically resulted in financial exposure and/or post-merger issues are also given additional scrutiny.

Armed with this quantifiable insight into a buyer’s technology risk factors, IT due diligence analysts are able to provide dealmakers actionable-intelligence that gives them an edge at the bargaining table. A valuable advantage that contributes to achieving a successful transaction and a positive post-merger valuation!

Continue to posting-4 of our ongoing series on M&A Technology Due Diligence, Technology Due Diligence – IT Leadership Assessment – Staffing Proficiency