The Due Diligence Process and Its Impact on the Deal: A Primer on Bayoneting the Wounded

Abstract

In earlier times of more rationale schedules, reasonable billing rates, and less client scrutiny over bills and efficiency, an associate could learn due diligence with a partner looking over her shoulder, offering wisdom and encouragement. In the modern age of instantaneous information, excessive billing rates, and unrealistic expectations, transactional firms devote too little attention to due diligence processes and training. The stresses, tensions and risks associated with due diligence only multiply in the context of the big deal – the high-stakes, all-asset, equity and merger transactions. This article seeks to provide insight into the due diligence process, particularly the big deal, where the process can be the difference between a successful and unsuccessful acquisition. After introducing changes in the way technology has impacted the due diligence process, the article then offers strategies to navigate the various phases of due diligence: (1) planning, (2) information gathering and review, and (3) documentation and reporting. Along the way, the article discusses standards and practices applicable to financial statement auditing and how those standards and practices might be applied to the legal transactional due diligence process.