What is 'Due Diligence - DD'
Due diligence (DD) is an investigation or audit of a potential investment to confirm all material facts in regards to a sale, such as reviewing all financial records plus anything else deemed material to the sale. Generally, due diligence refers to the care a reasonable person should take before entering into an agreement or a transaction with another party. When sellers perform a due diligence analysis on buyers, items that may be considered are the buyer's ability to purchase, as well as other items that would affect the purchased entity or the seller after the sale has been completed.
BREAKING DOWN 'Due Diligence - DD'
An individual investor performs due diligence by studying annual reports, Securities and Exchange (SEC) filings and other relevant information about a business and its securities. An investor verifies the material facts related to purchasing the investment and determines whether it fits his return requirements, risk tolerance, income needs and asset allocation goals. For example, an investor may read the company’s last two annual reports, several recent 10-Q’s and any independent research available. He can then develop a sense of where the business is heading, what market factors may affect the stock’s price and how volatile the stock is. The investor then has guidance on whether the investment is right for him, and how much and when to purchase it.
History of Due Diligence
Due diligence came into being when the U.S. Securities Act of 1933 was passed. Securities dealers and brokers became responsible for fully disclosing material information related to the instruments they were selling. Failing to disclose material information made dealers and brokers liable for criminal prosecution. However, creators of the Act understood that requiring full disclosure left the securities dealers and brokers vulnerable to unfair prosecution if they did not disclose a material fact they did not possess or could not have known at the time of sale. As a means of protecting the dealers and brokers, the Act included a legal defense stating as long as the dealers and brokers exercised due diligence when investigating companies whose equities they were selling, and fully disclosed their results to investors, they would not be held liable for information not discovered during the investigation.
Due Diligence in Mergers and Acquisitions
Due diligence in merger and acquisition (M&A) transactions may take several months of intense analysis, especially when the target firm is a large business with a global presence. The buyer wants to ensure it knows what it is buying, what obligations it is assuming and the nature and extent of the target company’s contingent liabilities. The buyer also must be aware of problematic contracts, litigation risks, intellectual property issues and more. This is especially true in private company acquisitions, where the target business has not been scrutinized in the public markets and the buyer has little means of obtaining pertinent information from public sources.