Skip to main content

Due Diligence

Getting Started
What exactly should an appraiser study during an appraisal of the target’s assets?

  • The first priority will be to appraise any assets used in the business that are independently marketable, such as machinery, real property, or inventories. This kind of appraisal is mandatory for asset-based lenders, who set the amount of their loans based on the market value of the assets available as security.
     
  • It is also advisable (but not mandatory) to appraise other assets (i.e., those not used in the business and/or that cannot be marketed independently). These include unused real property, marketable securities, excess raw material, investments in nonintegrated subsidiary operations, and reserves in the extracting industries.
     
  • Finally, the acquirer can appraise the company’s operations and intangibles such as the “bench strength” of the company’s management and its core technology supporting operations, including any third-party or internally developed software that may be employed, especially software involving artificial intelligence (AI), as well as patents or trademarks, especially those that support an earnings stream. As part of this due diligence on intellectual property, make sure the company owns its assets. Check out the present and previous corporate names, URLs, and all trade names, service marks, and trade dress registrations. Ownership information about a website URL is often available at whois.net, unless the owner has paid a fee for this information to be kept private. If you are buying a company because of its trademarks, be sure the company in fact owns them. This is a relatively straightforward exercise at the US Patent and Trademark Office’s (USPTO) website, www.uspto.gov. For a checklist of questions to ask about AI, see Valuation and Modeling.

Another important aspect of management to assess is the company’s culture, which can be defined as  a force that influences what people believe, think, and do in an organization. As part of cultural due diligence, the buyer needs to consider such cultural factors as values, team structures, and motivations. This exercise might need special expertise outside the deal or operation team. As best practice, the integration planning process must start as soon as possible, (For more on culture, see Postmerger Integration.