Due diligence is a term that refers to the activities of a legal consultant in identifying, verifying, and monitoring a company or business accurately.
This process is usually done when a company is going to do a merger, consolidation, or acquisition because the results of due diligence can affect the decisions made.
This term is closely related to businesses, company owners, and investors where this stage becomes an important process before finally both parties step.
The examination carried out by both parties to the bottom is useful to review more in various matters so that related parties are not wrong in making decisions.
What Is It Due Diligence?
Due diligence is the process of Investigation, audit, and review to obtain information or facts conducted by legal consultants to the company.
So that from the findings it is expected to obtain information related to the condition of a company or transaction object in accordance with the profile, characteristics, and others.
This investigation process has two different approaches. A soft examination with a qualitative approach used to review aspects such as management and people in the company.
While a rigorous examination will refer to a quantitative approach where the condition of the company will be tested using fundamental analysis, where this minimizes the opportunity for manipulation in data submission.
Purpose Due Diligence
Due diligence allows for a careful examination of various aspects such as liability, taxation, legal, financial, environmental, human resources, and other aspects.
Due diligence itself is a process that requires a lot of funds and is quite difficult to do, but this will facilitate the process of merger or acquisition made.
The following are the objectives of due diligence that will provide convenience for the company:
1. Checking legality and legal status
As we know, a company is obliged to obtain legal status. So that in the process, related parties can see the legality situation of the company.
This will certainly help in identifying aspects of the law that have not been met and then be able to take decisions based on the findings in the can.
2. Reduce reporting errors
These checks make it possible to identify aberrant reports or data manipulation. So that the steps taken afterwards will not harm the relevant parties.
3. Convincing investors
In the investment process, the investor certainly needs to know the target company carefully.
In this case, due diligence can help a company in identifying deficiencies and errors. So in the process of improvement, negotiations with potential investors can also run well.
Examination of various aspects certainly makes the investor more confident that the target company has a green record and is sure to invest.
Types Due Diligence
Basically, this examination process allows related parties to identify the risks that will occur.
So it not only helps in decision making, due diligence it can also minimize risk opportunities, see other potentials, and manage the situation more optimally.
Based on the objective aspect, due diligence has several types that need to be known. Among them are:
1. Commercial Due Diligence
It is a test that focuses on the commercial aspect, where the target and position of the company in the market are considered.
This is done to identify the company's growth opportunities from various aspects, such as raw material supply, distribution, sales presentation, business prospects, and others.
2. Financial Due Diligence
This type of examination is carried out carefully by financial consultants on the books and financial statements of a company such as profit and loss, financial plans, and others.
The resulting findings are useful for assessing financial conditions and helping related parties make decisions on the company.
3. Tax Due Diligence
An examination carried out to identify the track record of a company, in terms of risks to opportunities.
The examiner will assess the company from its responsibility in the obligation to pay taxes, detect risks, to analyze opportunities to optimize the tax burden in the future.
4. Environmental Due Diligence
This examination is carried out to identify potential losses and repair obligations to the environment.
This allows the examiner to review the impact of the company's activities on the environmental balance, how the company's history of waste, and how its accountability to environmental standards around.
5. Due Diligence Human Resources
Before the implementation of a merger or acquisition, this examination is necessary to review employees who contribute highly to the company's performance.
It is useful to assess whether the employees in the target company can adapt to the new company.
6. Technical Due Diligence
This examination refers to the identification of the company's facilities, equipment, research and development activities in determining expansion opportunities after the merger process is completed.
7. Operational Due Diligence
Is an examination carried out to review the operational aspects of the target company. This is because it identifies financial reports not enough in assessing the growth of the company.
This test can be started by checking the performance assessment top level and management level, HR development, to insurance and compensation policies for employees.
8. Customer Due Diligence
In customer due diligence, the process of identification, verification, and monitoring carried out by financial service providers (CHD) to ensure that existing transactions are in accordance with the profile, characteristics, and transaction patterns of the relevant customers.
After identifying and verifying the validity and suitability of the information, The Examiner will monitor and ensure compliance in the transaction so that the CHD can follow up on the business relationship and the course of the transaction.
9. Legal Due Diligence
It is an examination carried out to identify all aspects of the law and transactions of a company, such as how the validity of the transaction and its effect on the transaction of the target company.
This allows the company to review whether its activities are legal or illegal, whether there is a real risk of liability or not, and whether the company has secured licenses such as asset ownership, data access and privacy, and IPR.
Steps Due Diligence
In case of merger or acquisition of the company, due diligence useful in identifying risks and opportunities of the company so that related parties can take the right decision.
In this regard, there are several steps that need to be followed in the process of this examination. Among them are the following:
- Checking all documents, this allows testers to identify each company's data before it is finally given to the new owner.
- Analyze the capitalization of the company and its profit potential, where the examiner will review the company's capital structure in the form of capital book value, long-term total, shares, and retained earnings, as well as profit opportunities to be obtained.
- Digging for information related to business conditions, where the examiner will seek information related to the company through the company's employees and customers.
- Ask a lawyer for help, this happens if the resulting finding contained a lawsuit.
Conclusion
Due diligence this means checking the condition of the company or business carefully and thoroughly carried out by a legal consultant so that related parties can make the best decision before acquiring or joining a company.
Merger or acquisition itself is not an easy process, because each stage is so critical and important. One wrong and incomplete decision will have a bad impact on the parties concerned.
That is why the relevant parties need legal consultants to do due diligence in identifying risks and opportunities that exist so that decision-making can be in accordance with the actual data.
In identifying risk, Audithink is able to utilize risk as the next plan parameter.
Audithink's Comprehensive Features itself is an internal audit software that has been trusted in helping the audit management process of various companies.
If you are interested in auditing services that include auditing financial statements, compliance, operations, and performance audits, please contact contact us!
