What are the most overlooked areas of Due Diligence?

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    Where do you think most organizations do not put enough time and effort in due diligence? How has this impacted the organization in a negative way?

    Luke Sexton

    In today’s world, IT is a critical part of any modern business, yet from my experience, the attention given to IT due diligence is still fairly minimal compared to financial DD, Commercial DD or operational DD.

    Yet, in my opinion, the following questions are critical to get accurate answers to in order to move forward with a potential merger or acquisition:

    – Does the IT organization contribute to the corporate value?
    – Are the business applications scalable, reliant and up to date?
    – Does the target operate a modern IT infrastructure platform free from any technology debt?
    – Is the target’s security organization state-of-the art with strong cyber capabilities?

    These are just some questions for which a negative answer (or not knowing the answer at all) could lead costly and unplanned expenses during the integration phase.

    Jonathan Cohee

    Great question! One area where organizations often fall short in due diligence is in assessing Human Resource / cultural compatibility. Cultural due diligence involves understanding the values, norms, and working styles of the target company and how they align with the acquiring organization. When this aspect is not given enough attention, it can lead to clashes in leadership styles, communication breakdowns, and difficulties in integrating teams and processes. These cultural mismatches can create a negative impact on employee morale, productivity, and overall organizational performance. Additionally, overlooking cultural due diligence can hinder post-acquisition integration efforts and result in a lack of synergy and collaboration between the two organizations. Therefore, placing more time and effort into cultural due diligence is crucial to ensure a smoother transition and maximize the potential benefits of the acquisition.

    John Olmstead

    Good question,
    One area that we see are agreements that may exist with government entities. We see the customer contracts, vendor contracts etc. Often the target will have agreements with the local governments etc regarding Right of way of other area, that we do not discover until well after close and it not only could effect valuation, but operations as well.

    Iryna Whitnah

    Due diligence processes can vary widely depending on the context (such as business acquisitions, investments, partnerships, etc.), but here are some areas that are often overlooked:
    Cultural Due Diligence: Understanding the organizational culture and whether it aligns with your own values and operational style. This includes assessing employee morale, communication norms, and management practices.
    Intellectual Property (IP) Audit: Ensuring that all intellectual property rights (patents, trademarks, copyrights) are properly owned, registered, and protected. This includes assessing any potential IP infringement risks.
    Environmental Due Diligence: Assessing environmental risks and compliance issues related to the business’s operations, such as pollution, hazardous materials, or regulatory violations.
    Cybersecurity Due Diligence: Evaluating the effectiveness of the company’s cybersecurity measures and identifying any vulnerabilities that could pose risks to data security.
    Tax Due Diligence: Reviewing the company’s tax compliance history, potential liabilities, and any pending audits or disputes with tax authorities.
    Customer and Supplier Contracts: Reviewing key contracts with customers and suppliers to understand the terms, obligations, and any potential risks or liabilities.
    Regulatory Compliance: Ensuring the company complies with all relevant laws and regulations in its industry or geographic location.
    Human Resources and Employment Practices: Assessing HR policies, employment contracts, compliance with labor laws, and potential liabilities related to employee claims or disputes.
    Financial Modeling and Forecasting: Conducting a thorough review of financial projections and assumptions to ensure they are realistic and based on accurate data.
    Insurance Coverage: Reviewing existing insurance policies to assess coverage adequacy and identify any gaps or exclusions that could impact the business.

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