Due diligence is a critical phase in commercial transactions, particularly in mergers and acquisitions (M&A), where it serves as a comprehensive appraisal of a business by a potential buyer. The due diligence process is designed to confirm the validity of the purchase, assess the value of the business, and verify all material facts related to the business, ensuring that the buyer is fully informed before finalizing the transaction. This phase also identifies any potential risks or barriers that might impact the decision to proceed with the acquisition. It’s typically conditional upon the due diligence stage being satisfactorily completed, which usually lasts from two weeks to one month but can vary depending on the transaction’s complexity and may be extended if needed.
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Legal due diligence involves a detailed examination of the business from a legal perspective. It includes the review of:
Corporate Records: Ensuring the company is properly incorporated, examining shareholder agreements, and the minute books of board meetings.
Asset Ownership: Verifying that the seller legally owns the assets they propose to sell.
Contracts: Reviewing material contracts such as leases, supplier agreements, and customer contracts to identify any obligations or liabilities that could transfer to the buyer.
Compliance Issues: Checking for compliance with laws and regulations, and whether there are any ongoing or potential legal disputes.
Intellectual Property: Assessing the scope and validity of intellectual property rights, including patents, trademarks, and copyrights.
Liens and Encumbrances: Searching for any claims against the company’s assets that might affect their value or transferability.
Business due diligence focuses on the operational aspects of the company:
Financial Health: Reviewing financial statements to assess profitability, revenue trends, and financial risks.
Customer and Supplier Analysis: Evaluating the stability and duration of relationships with key customers and suppliers.
Market Position: Understanding the company’s position within the industry, its competitive advantages, and potential market risks.
Operational Processes: Examining the efficiency and reliability of production and operational systems.
Employee Relations: Reviewing employee structure, union relationships, and any potential HR issues.
The due diligence process is multifaceted, covering several specific areas:
The thoroughness of the due diligence process not only provides reassurance to the buyer but also significantly impacts the negotiation phase of the transaction. Discoveries during due diligence can lead to adjustments in the purchase price, or even to the decision to abandon the transaction altogether. The due diligence report that concludes this process is a crucial document that guides the buyer’s decision-making, highlighting any significant risks and providing a detailed understanding of the target company. With us as your due diligence service provider, we will take care of each aspect so that you can make an informed decision.
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