Financial Due Diligence is the professional reviewing service provided by the Professional Accountant. and this service is normally offered by professional accounting firms.
Financial Due Diligence is the type of reviewing service or negative assurance.
All of the professional firms have to set proper internal control procedures and guidelines to make sure that the services that the Financial Due Diligence service that they are providing is of acceptable quality and comply with relevant standards and laws.
Not different from auditing, a professional accountant who performs the Financial Due Diligence also has to stay Independence, Objectivity, Prudent, Competence, and Comprehensive, and Materializes.
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Independence Principle:
In this regard, the firm that provides the Financial Due Diligence to the target company has to make sure that it does not provide the target company other services like auditing service and accounting review which might conflict Due Diligence service that will be provided.
The firm has to make the proper procedure to make sure that the engagement team involved with the assignment has no interest in what might impair the independence of the firm and team.
If the note that there is a conflict of interest that could lead to impaired firm independence, proper assessment of impairment needs to be performed, and a safeguard procedure needs to be in place to ensure that impairment is reduced as small as possible.
If the safeguard could not help, the firm should consider withdrawal from engagement.
Prudence Principles:
Prudence Principles of Financial Due Diligence concerned the professional skepticism that the engagement team has to uphold on every stage of engagements.
All information that providers need critical analysis and think if there is anything behind that.
The Prudence principle is concerned about the correctness of the information is a review, management judgment, and bias on the transaction.
For example, management might inform the auditor who conducts Financial Due Diligence that the company does not have any contingent liabilities or legal cases against the company, but the actual company might have and management tries to hide it from the auditor.
Comprehensive Principle:
The comprehensive principle is concerned about all sides and aspects of the review of all items and areas in the Financial Statements especially the hidden liabilities that might affect the future owners.
To ensure that Financial Due Diligence could provide the benefit to the prospective shareholders and help them in their decision making, the auditor needs to have proper Due Diligence strategy, planning, procedures, and technique which in accordance with the relevant professional standards so that all aspects that agreed in the engagements letter are covered properly.
Materiality Principle:
The materiality principle is concerned with the level of risk that the engagement team uses to perform the financial review. and those levels of risk should be an analyst at the risk assessment stage.
Not different from audit, the materiality principle of Financial Due Diligence requires the set of performance materiality as well as a tolerable error that auditors could accept.
The work done must be able to obtain sufficient and appropriate evidence in order to help the auditor to prove their option.
The Top Purpose of Financial Due Diligence
Financial due diligence serves as a critical process in various business transactions, helping potential investors, acquirers, or lenders gain valuable insights into the target company’s financial health and potential risks.
The top purposes of financial due diligence include:
- Risk Assessment: Identifying potential financial liabilities of the target company and assessing any risks that may impact the acquirer’s financial stability. This involves thoroughly examining financial records, liabilities, and contingent obligations to understand potential financial exposures.
- Financial Analysis: Conducting a detailed financial analysis of the target company, which includes reviewing its financial statements and historical financial performance. This analysis helps understand the company’s financial position, profitability, liquidity, and health.
- Valuation: Determining the target company’s value is crucial in mergers and acquisitions (M&A) transactions. Financial due diligence aids in setting an appropriate purchase price or determining the investment needed to achieve the desired level of ownership in the company.
- Compliance Assessment: Assessing the target company’s compliance with relevant laws and regulations is vital to ensure that the acquirer is not exposed to any legal risks or non-compliance issues that could impact the business’s financial standing.
- Review of Management Contracts: Reviewing the contracts between the target company and its management team helps identify any financial liabilities associated with these agreements. This ensures that the acquirer understands the financial implications of existing management contracts.
- Review of Intellectual Property: Evaluating the target company’s intellectual property portfolio is essential to ascertain that the acquirer will have the necessary rights to use and protect the target company’s intellectual property, which can have significant financial implications.
- Environmental Due Diligence: Conducting due diligence helps assess the environmental risks associated with the target company. This ensures the acquirer is aware of potential environmental liabilities that may impact its financial position and reputation.
The Importance of Principles of Financial Due Diligence
Financial due diligence is critical in various business transactions, providing valuable insights into the target company’s financial health and potential risks.
The principles of financial due diligence play a pivotal role in ensuring a thorough and effective assessment. Here’s why these principles are essential:
- Risk Assessment: The principle of risk assessment helps identify potential financial liabilities and risks that could impact the acquirer’s financial stability. By understanding these risks upfront, decision-makers can develop strategies to mitigate them and safeguard their investments.
- Financial Analysis: The principle of conducting a detailed financial analysis allows for a comprehensive review of the target company’s financial statements and historical performance. This analysis helps uncover financial issues or challenges, enabling informed decision-making and potential negotiation on deal terms.
- Valuation: Determining the target company’s value is crucial in mergers and acquisitions (M&A) or investment decisions. The valuation principle enables acquirers to make fair and accurate offers, ensuring a balanced deal that aligns with the target company’s financial performance and potential.
- Compliance: Assessing the target company’s compliance with applicable laws and regulations is essential to avoid legal risks and potential liabilities. The compliance principle ensures that the acquirer is aware of any non-compliance issues that could impact the transaction’s success and the company’s reputation.
- Scope Determination: The principles of financial due diligence, especially risk assessment, assist in determining the scope of the entire process. Identifying potential risks and problem areas helps focus the due diligence efforts on the most critical areas for a successful investment or acquisition.
- Informed Decision-making: By adhering to these principles, stakeholders comprehensively understand the target company’s financial situation. Armed with this knowledge, they can make well-informed decisions, minimize uncertainties, and strategically plan for the future.
- Negotiation and Deal Structuring: The financial analysis and valuation principles provide valuable data to support negotiation and deal structuring. This allows for well-founded discussions on pricing, deal terms, and potential adjustments based on financial findings.
- Risk Mitigation: The principles of financial due diligence help identify and assess risks associated with the target company. This enables acquirers to develop risk mitigation strategies or to renegotiate deal terms to protect their financial interests.
Limitations of Principles of Financial Due Diligence
Financial due diligence is a comprehensive process that provides valuable insights into a target company’s financial health and potential risks.
However, there are certain limitations associated with each principle that stakeholders should be aware of:
- Risk Assessment: Financial due diligence cannot predict the future, so there is a possibility that the target company may encounter financial problems that need to be identified during the due diligence process. Unforeseen market changes, economic downturns, or unexpected events may impact the company’s financial performance after completing the due diligence.
- Financial Analysis: Financial due diligence is based on historical financial data, which means that it may only partially capture potential changes in the target company’s financial performance in the future. A company’s financial position can evolve due to shifts in the industry, competitive landscape, or management decisions, leading to outcomes different from the historical analysis.
- Valuation: The valuation of a company is subjective and depends on various assumptions, methodologies, and market conditions. As a result, there is no guarantee that the acquirer will be able to sell the target company for the price determined during the due diligence process. Market dynamics or company performance changes may affect its actual value over time.
- Compliance: Financial due diligence assesses the target company’s compliance with applicable laws and regulations at a specific time. However, the target company may not comply after completing the due diligence. Changes in regulations, oversight, or business practices can create legal risks for the acquirer, even if the target company was compliant during the due diligence.
Stakeholders involved in financial due diligence must recognize these limitations and understand that the process provides valuable insights based on the available information and circumstances during the assessment.
While due diligence aims to mitigate risks and provide informed decision-making, uncertainties, and future changes should be considered when evaluating the overall investment or acquisition.
As such, ongoing monitoring and risk management are vital to address any potential issues arising after completing the due diligence.
