Due Diligence
Buy-Side & Sell-Side
Comprehensive pre-acquisition audit — buy-side or sell-side (VDD) — covering financial, commercial, legal, regulatory and IT systems.
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Thorough due diligence is one of the most critical phases of the acquisition process. Key areas will be highlighted during the business risk analysis. The risks with the highest impact on the acquirer’s business must be the focus of the pre-acquisition audit.
Buy-side due diligence
We jointly define a scope of reasonable diligence tailored to the transaction and guide your organisation through the verification process, providing you as the acquirer with sufficient information to:
- Assess the target’s financial outlook and determine the accuracy of underlying assumptions
- Inform management of the risks and opportunities inherent to the acquisition
- Build a detailed understanding of the target’s operations to facilitate integration
The findings support the acquirer in the final investment decision, price negotiation, accuracy of warranties and preparation of the integration phase.
Sell-side due diligence
We support you during the sale planning phase in conducting a vendor due diligence.
The vendor due diligence provides an analysis and summary of key information for an external party. It also aims to prepare investor relationship management and accelerate the sale process, by preparing answers to key questions and anticipating negotiation.
Planned well in advance, the pre-disposal audit can help improve certain aspects of your business before the transaction.
Financial due diligence
We review and analyse financial statements and audit reports to understand the opportunities and risks that could affect post-acquisition operations, considering the financial position and operational capabilities. Identified risks are analysed for their nature and impact. Corporate tax status and disposal gains are examined.
Key balance sheet items are identified and we ensure accounts have been regularly reviewed to identify potential issues on acquisition price and accounting. LJ Advisory reviews the revenue and expense history and identifies trends that could affect future operations, cash flow and profitability.
Commercial due diligence
We conduct commercial due diligence to assess market attractiveness, competitive positioning and business plan credibility. We size the market and its growth, analyse demand drivers, competitive pressure, regulation and technological disruption.
We test revenue and margin assumptions, build scenarios and assess synergies and counter-effects. Client and expert interviews, benchmarking and data analysis objectify the trajectory, providing an understanding of the target’s intrinsic attractiveness and a stress test of the investment thesis.
Legal & tax due diligence
Review of material contracts, legal and tax structures, ongoing litigation and off-balance sheet commitments. Analysis of compliance with legal obligations, identification of legal and tax risks that could affect the transaction or price.
IT due diligence
Review of the IT organisation, identification of necessary improvements and problem areas, and assessment of the accuracy of depreciation accounting.
Regulatory due diligence
Assessment of compliance with applicable laws and regulations governing the transaction, sector and relevant geographies.
Schedule a 30-minute call with our Managing Partner to explore how we can support your due diligence.
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