Due Diligence

Due diligence is an investigation, audit, or review performed to confirm facts or details of a matter under consideration. In the financial world, due diligence requires an examination of financial records before entering into a proposed transaction with another party.

Due diligence is a systematic way to analyze and mitigate risk from a business or investment decision. An individual investor can conduct due diligence on any stock using readily available public information. The same due diligence strategy will work on many other types of investments. Due diligence involves examining a company's numbers, comparing the numbers over time, and benchmarking them against competitors. Due diligence is applied in many other contexts, for example, conducting a background check on a potential employee or reading product reviews.

Due diligence became common practice (and a common term) in the United States with the passage of the Securities Act of 1933. With that law, securities dealers and brokers became responsible for fully disclosing material information about the instruments they were selling. Failing to disclose this information to potential investors made dealers and brokers liable for criminal prosecution.

The writers of the act recognized that requiring full disclosure left dealers and brokers vulnerable to unfair prosecution for failing to disclose a material fact they did not possess or could not have known at the time of sale. Thus, the act included a legal defense: as long as the dealers and brokers exercised "due diligence" when investigating the companies whose equities they were selling, and fully disclosed the results, they could not be held liable for information that was not discovered during the investigation.

Due diligence is performed by equity research analysts, fund managers, broker-dealers, individual investors, and companies that are considering acquiring other companies. Due diligence by individual investors is voluntary. However, broker-dealers are legally obligated to conduct due diligence on a security before selling it.

Commercial due diligence considers a company's market share and competitive positioning, including its future prospects and growth opportunities. This will consider the company's supply chain from vendors to customers, market analysis, sales pipeline, and R&D pipeline. This can also encompass a firm's overall operations, including management, human resources, and IT.

Legal due diligence makes sure that a company has all of its legal, regulatory, and compliance eggs in a row. This includes everything from pending litigation to intellectual property rights to being sure the company was properly incorporated

Financial due diligence audits a company's financial statements and books to make sure that there are no irregularities and that the company is on solid financial footing.

Tax due diligence looks at the company's tax exposure, whether it may owe any back taxes, and where it can reduce its tax burden going forward.

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