The AMA Handbook of Due Diligence
Authors: William M. Crilly, Andrew J. Sherman
Pub Date: June 2010
Print Edition: $295.00
Print ISBN: 9780814413821
Page Count: 848
Edition: Revised and Updated Edition
e-Book ISBN: 9780814413852
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Common Mistakes Made by Buyers During Due Diligence
1. Mismatch between the documents provided by the seller and the skills of the buyer’s review team. It may be the case that the seller has particularly complex financial statements or highly technical reports which must be truly understood by the buyer’s due diligence team. Make sure there is a capability fit.
2. Poor communication and misunderstandings. The communications should be open and clear between the teams of the buyer and the seller. The process must be well orchestrated.
3. Lack of planning and focus in the preparation of the due diligence questionnaires and in the interviews with the seller’s team. The focus must be on asking the right questions, not just a lot of questions. Seller’s will resent wasteful “fishing expeditions” when the buyer’s team is unfocused.
4. Inadequate time devoted to tax and financial matters. The buyer’s (and seller’s) CFO and CPA must play an integral part in the due diligence process in order to gather data on past financial performance and tax reporting, unusual financial events or disturbing trends or inefficiencies.
5. Lack of reasonable accommodations and support for the buyer’s due diligence team. The buyer must insist that its team will be treated like welcome guests, not enemies from the IRS! Many times buyer’s counsel is sent to a dark room in the corner of the building to inspect documents without coffee, windows or phones. It will enhance and expedite the transaction if the seller provides reasonable accommodations and support for the buyer’s due diligence team.
6. Ignoring the real story behind the numbers. The buyer and its team must dig deep into the financial data and test (and retest) the value proposition as to whether the deal truly makes sense. They must ask themselves, “Does the real value truly justify the price?” The economics of the deal may not hold water once a realistic look at cost allocation, inventory turnover, and capacity utilization is taken into account.
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