The amount of commitment involved in a business acquisition is substantial, and it’s important to know what you’re getting yourself into in advance. Thorough due diligence is vital, but at the same time, it needs to be focused on information that’s relevant to the transaction. Anything beyond that is ultimately a waste that could prevent the transaction from ever closing.
Here, we’ll discuss the most important information to ask for prior to completing a business acquisition.
The basics of the company, its entity type, and how it functions are, of course, key. The information you should obtain about the company includes:
- Its entity type
- Current bylaws
- Company structure
- Ownership information
- Stockholders/security holders
- Annual reports
Naturally, you want your transaction to be profitable, and ensuring that means taking a close look at the company’s financial situation. The documents and information you’ll want to see include:
- Balance sheets
- Accounts payable and receivable
- Tax returns
- Credit reports
- Audit reports
- Revenue reports
- Lists of expenses
- Lists of assets
- Gross profit margins
- Debt information
- Owners’ benefits
Employees allow businesses to function, and it’s vital to understand the key roles people play in the business you’re acquiring. The information you’ll want here includes:
- List of all employees (particularly those they want to keep)
- Job descriptions for each role
- Contracts and benefits
- HR policies and complaints
- Turnover rates for the last few years
- Outsourced work
Physical, financial, and intellectual assets all play key roles in a business’s ability to function and profit. The asset information you’ll want to collect during due diligence includes the following:
- IP information, including patents, ownership, licenses, and income potential
- Real estate, including offices, data centers, facilities, warehouses, etc.
- Product and MRO inventory data
- Equipment information, including what it takes to keep it running
Customer information—including items relevant to litigation or liabilities—should be gathered before going through with an acquisition. Some important items include:
- Customer databases
- Customer communication (particularly any involving litigation)
- Marketing strategies
- Refund policies
- Purchase agreements
- Communication with attorneys
Products and Projects
Information should be gathered on the company’s current projects and products, including their potential costs and returns on investment.
- Current projects and associated costs/projected returns
- Services and product information
- Growth rates, both past and projected
- Production costs and margins
- New product development/risks
Meeting with the company’s lawyers is a key part of due diligence, as is obtaining information on existing liabilities, licenses, liens, etc. In particular, you’ll want information about:
- Contracts/business agreements
- Past lawsuits and disputes
Environmental and safety concerns might also come up here, depending on the industry.
Performing Thorough Due Diligence
Thorough due diligence is key to any major business transaction, especially one involving the acquisition of another company. To make sure you don’t inherit more liabilities than you can handle—and therefore help make sure the acquisition is profitable—your due diligence efforts need to be complete.
The legalities involved in this process are often best handled with the help of legal counsel. As such, a corporate attorney—such as us at Hart David Carson LLP—can help you avoid due diligence pitfalls and make profitable business acquisitions.