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Business
Guides
Understanding and
Placing Requests
for Due Diligence:
Our SolutionsforNigeria
Understanding and Placing Requests for Due Diligence. www.augustushall.com
2
Due diligence is a form of research conducted by
investors to make certain they are getting exactly what
they agreed to buy.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
3
Augustus Hall Limited (RC. 912580)
Lagos, NIGERIA
Augustus Hall Limited (RC. 912580) is a privately owned Credit Control Consultancy Firm based in Victoria Island, Lagos, Nigeria.
We remain focused on applying our in-depth experience and up-to-date knowledge to helping our clients towards an even brighter business future.
We specialise in offering: Credit Industry Training | Commercial Debt Collections | Consumer Debt Collections | Credit Control Consultancy | Credit
Risk Identification and Mitigation | Debt Mediation | Commercial Mediation and Negotiation | Contract & Commercial Management | Research |
Trades and Business Development | Debt Restructuring, Workouts and Collections | Terms of Trade Documentation | Debt Purchasing and Sale
Brokerage | Outsourcing | Consulting and Advisory | Audits & Performance Evaluations.
www.augustushall.com | enquiries@augustushall.com | Telephone: +234 (0) 1-217-0730, +234 (0) 802-977-
2849, +234 (0) 702-534-7079, +44 (203)-5140-885 | Fax: +44 (203)-5140-872 | P.O. Box 4528 Surulere, Lagos
State, Nigeria.
.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
4
Table of Contents
DUE DILIGENCE 5
DUE DILIGENCE STUDY AREAS 6
DUE DILIGENCE REQUEST LIST 6
I. CORPORATE BOOKS AND RECORDS 7
II. FINANCIALINFORMATION 10
III. EMPLOYEEMATERIALS 12
IV. CONTINGENTLIABILITIES 14
V. CONTRACTS, AGREEMENTS AND OTHER ARRANGEMENTS 15
VI. PROPRIETARYRIGHTS 17
VII. PLANT, PROPERTY AND EQUIPMENT 18
VIII. INSURANCE 19
IX. SALES/MARKETING 20
X. MISCELLANEOUS 22
DIGGING BELOW THE SURFACE... 23
1. THE OWNER OF THE COMPANY 24
2. CREDITSEARCHES 25
3. CRIMINALRECORD SEARCHES 25
Understanding and Placing Requests for Due Diligence. www.augustushall.com
5
D UE D ILIGEN CE
Due diligence is a form of research conducted by investors to make certain they are
getting exactly what they agreed to buy. For the venture capital investment
process, due diligence means a rigorous investigation and evaluation of an
investment opportunity before committing funds. This investigation is conducted by
the parties involved in preparing a registration statement to form a basis for
believing the statements contained therein are true and that no material facts are
omitted. This process includes review of its management team, business
conditions, projections, philosophy, and investment terms and conditions.
Absolutely vital to making a sound investment, due diligence verifies any business
opportunities that survive the initial screening stage. This verification process consists of
checking the accuracy of business plans, audited accounts, and management accounts; getting
replies to warranty and other standard questionnaires; patent searches; and technical studies.
Unpublished accounting information and subjective information are equally important; these
data are collected by calling customers, suppliers, lawyers, and bankers, and by checking
trade journals. Due diligence emphasizes understanding and quantifying the risk of the
proposed deal, rather than the upside.
Factors that are analyzed and verified during due diligence:
Track record of the management team
Size and growth potential of the market
Demand for product among target customers
Ability to deliver product on time and at agreed price
Competitive advantage of product
Competitors
Marketing and distribution plans
Soundness of financial projections
Assessment of assumptions used
Assessment of intellectual property rights, if any
Existing or possible legal contingences
Valuation for the venture
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
6
Due Diligence Study Areas
Management Chief Executive Officer; Number Two & Three in Management;
Management as a Team; Organizational Structure & Decision-making;
Management Characteristics; Corporate Ownership; Documentation;
Management Reports; Strengths & Weaknesses
Personnel Corporate Organization; Employee Compensation; Profit-sharing Plan;
Bonus Plan; Payroll Records; Training Program; Attitude and Morale;
Record Maintenance; Reports; Motivation; Hiring Procedure; Consultants;
Ratio Analysis
Marketing Marketing People; Products; Customer Description; Customer Service;
Competitive Analysis; Industry Analysis; Marketing Strategy; Product
Distribution
Production Production Management; Personnel and Organization; Production
Process; Purchasing, Suppliers, Shipping, and Receiving; Efficiency
Analysis; R&D
Financial Area Management, Personnel, and Organization; Cash and Investment
Management; Documentation; Analysis of Financial Operations; Financial
Statement Analysis; Other Assets and Liabilities; Taxes; Analysis of
Projections
Reference Area General information about the company; Reference List: Bank, Other
Institutional Lenders; Accounting Firm; Law Firm; Suppliers; Customers;
Competitors; Agents, Consultants, Stakeholders, Trade Associations,
Brokers
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Investors want to see your business plan and other information. If you have it
ready before they ask for it, this may speed up the due diligence process and
increase your chances of raising capital as they see your company is competent
and keeps excellent records.
During the due diligence stage they may see factors they don't like so will use it
to either to negotiate better terms for their investment, or to exit and you get no
cash.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
7
DUE DILIGENCE REQUEST LIST
NOTE THAT THIS IS PURELY A SAMPLE/AN EXAMPLE ONLY:
Set forth below is a list of the documents that are reviewed for due diligence
purposes in connection with the proposed purchase of shares of preferred stock
of the company in question (the "Company").
All documents requested below are with respect to the Company, its subsidiaries and any joint
ventures involving the Company or any of its subsidiaries and should be provided with respect
to all periods since the founding of the Company, unless otherwise specified.
The list represents a standard due diligence request list and attempts to be over-inclusive
rather than under-inclusive. It is understood, therefore, that certain items may not be
appropriate to the Company, its subsidiaries and joint ventures, and others may need to be
added as one becomes more familiar with the Company, its subsidiaries and joint ventures.
I. Corporate Books and Records
II. Financial Information
III. Employee Materials
IV. Contingent Liabilities
V. Contracts, Agreements, and Other Arrangements
VI. Proprietary Rights
VII. Plant, Property, and Equipment
VIII. Insurance
IX. Sales/ Marketing
X. Miscellaneous
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
8
I. CORPORATE BOOKS AND RECORDS
A. Charter and By-laws
1. Original certificate of incorporation of the Company and all
amendments thereto
2. By-laws of the Company, as amended
3. Charter and by-laws of each wholly or partially owned subsidiary of the
Company and of any joint venture involving the Company or any of its
subsidiaries
4. Closing record books for any material corporate transactions (e.g.,
reorganization into holding company structure, joint ventures, etc.)
5. Other relevant legal documents governing the organization and
management of the Company
B. Minutes of meetings and unanimous written consents (since date of
incorporation) of the Company, any of its subsidiaries and any joint
venture involving the Company or any of its subsidiaries, of the following:
1. Shareholders
2. Board of Directors
3. Executive Committee
4. Audit Committee
5. Any other committees
6. Specific authorizing resolutions
7. Material (including financial projections), if available, distributed to the
Board of Directors, or any committees thereof, in connection with the
most recent meetings of the Board or such committees
C. Officers' and directors' questionnaires prepared in connection with
the most recent proxy statement of the Company
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
9
D. Shareholders
1. Shareholder list and other stock records
2. Any shareholder agreements, voting trusts, proxy agreements, escrow
agreements or similar arrangements
3. Any stock purchase agreements with shareholders
4. Any agreements relating to preemptive rights or other preferential
rights of shareholders
5. Any agreements restricting the sale or other disposition of capital stock
6. Any agreements or plans concerning outstanding or proposed stock
options, warrants or rights, including any employee stock ownership
plans
7. Any agreements relating to registration rights of shareholders
8. Any trust agreements or other documents if shares are held in fiduciary
capacity
E. Qualifications and Registrations
1. List of jurisdictions where qualified as foreign corporation or licensed to
do business
2. Any other material governmental qualifications, registrations, business
licenses, permits, authorizations, exemptions or security clearances,
including those pursuant to Federal or state antitrust, environmental,
nuclear regulatory, public utility or public service or securities laws and
regulations
F. Reports to Shareholders
1. Annual reports
2. Quarterly and special interim reports since most recent annual report
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
10
II. FINANCIAL INFORMATION
A. Financial Statements
1. Consolidated financial statements for all years and interim periods
subsequent to the most recent fiscal year end
2. Monthly income statements for most recent 12 months
3. Internal financial (profit and loss, capital expenditures, etc.)
projections, and all supporting information
4. Most recent business plan
5. List of any off-balance sheet liabilities not appearing in most recent
financial statements (including the notes thereto)
6. Auditors reports ("management letters") and management responses
7. Summary of accounting policies to the extent not disclosed in financial
statements
B. Tax Materials
1. Income tax returns
2. Description of and documentation relating to any pending issues with
tax authorities
3. Tax basis of assets of the Company and of capital stock and assets of
its subsidiaries
4. Tax sharing or indemnity agreements
5. Closing letters and closing agreements, appeals reports, tax litigation
status, tax authorities rulings and technical advice memoranda, and
any other tax authorities material documents and tax assessments
documents
C. Indebtedness
1. All instruments evidencing debt obligations or lines of credit and all
agreements and material correspondence relating thereto
2. Any other actual or contingent indebtedness (e.g., loan guarantees,
letters of credit, banker's acceptances, swaps) not reflected in most
recent financial statements and all agreements and material
correspondence relating thereto
3. List of existing key financing institutions
Understanding and Placing Requests for Due Diligence. www.augustushall.com
11
D. Miscellaneous
1. Schedule of current notes payable/receivable, inter-company advances
and description of cash management system
2. Description and listing of current reserves
3. Description of revenue/cost recognition policies
4. Breakdown of selling, distribution, marketing and administrative
expenses
5. Explanation of foreign exchange accounting policies, if any
6. Information regarding any indebtedness to the Company or any of its
subsidiaries of directors and senior officers
7. Cost of sales breakdown
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
12
III. EMPLOYEE MATERIALS
A. Agreements
1. Employment agreements (including, but not limited to, contracts with
management personnel or entities affiliated with management
personnel)
2. Collective bargaining agreements
3. Consulting agreements
4. Employee handbooks, summaries, guidelines and bulletins
5. Schedules of salaried and hourly employees showing their current
compensation rates and breaking out employees by:
a. Geographic location
b. Function
c. Age
d. Years with company
e. Union vs. non-union
f. Participation in employee benefit plans
g. Part-time vs. full-time
6. Description of labor disputes, requests for arbitration or mediation,
grievance proceedings, etc.
7. Description of negotiations with any unit or group seeking to become
the bargaining unit for employees
8. Employee turnover, absentee history and severance policy
9. Description of any union representation elections
B. Benefit Plans
1. Any pension, supplemental pension, retirement, post-retirement, stock
option, severance, incentive, profit-sharing, executive compensation,
bonus and other employee benefit plans (and any related trust
agreements and insurance or annuity contracts), including information
regarding employer stock held there under, a schedule of plan assets, a
detailed description of the plan (including structure, etc.) and a list of
trustees
2. Audit and actuarial studies and reports including summary plan
descriptions, annual returns and income tax authorities filings,
concerning pension and retirement plans and details of any accrued
liabilities not reflected therein
3. List of any asset transfers or other withdrawals, partial wind-ups or
contribution holidays with respect to all pension plans
Understanding and Placing Requests for Due Diligence. www.augustushall.com
13
C. Organizational Information
1. Detailed organization chart
2. List of all directors and officers
3. Biographies of senior management and any outside directors
4. Schedule showing number of employees for each year and interim
periods
5. List and description of current operations of each key business unit
showing:
a. Business purpose
b. Key manager
c. Key markets served
d. Key facilities
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
14
IV. CONTINGENT LIABILITIES
A. Litigation
1. List of all pending or threatened litigation, arbitration, administrative or
other proceedings involving the Company, any subsidiary or any joint
venture involving the Company or any subsidiary, or any officer or
director (including parties, remedies sought and nature of action)
2. List and description of all pending or threatened government or other
investigations involving the Company, any subsidiary or any officer or
director
3. Pleadings and other material documents in material litigation,
arbitration and investigations and other proceedings
4. Consent decrees, judgments, etc., under which there are continuing or
contingent obligations
5. Letters from lawyers to auditors concerning litigation and other legal
proceedings
B. Regulatory Compliance
1. Description of any violations of governmental laws or regulations
2. Material reports to governmental agencies
3. Reports, notices or other correspondence concerning any known or
alleged violation of sovereign antitrust, environmental, nuclear
regulatory, public utility or public service or securities laws and
regulations
4. Agreements or commitments with governmental entities or other
persons relating to clean-up obligations or other environmental
liabilities
5. Copies of correspondence between government agencies and the
Company
6. List of all governmental filings and consents required for a purchase of
the stock of the Company
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
15
V. CONTRACTS, AGREEMENTS AND OTHER ARRANGEMENTS
A. Not in the Ordinary Course of Business
1. Partnership agreements
2. Joint venture agreements
3. Contracts relating to material business acquisitions or dispositions (by
transfer of capital stock or assets), including any separate tax or
environmental agreements
4. Stand-still agreements
5. Confidentiality and trade secret agreements
6. Agreements limiting the ability to compete with any other person or to
engage in any line of business
7. Corporate transactions with management or directors or affiliates
8. Agreements to provide goods or services at below cost (other than
promotional arrangements entered into in the ordinary course of
business)
9. Indemnification agreements for directors and officers
10. Any other existing or pending material contracts not in the ordinary
course of business
11. Any material correspondence related to the above
12. Closing record books with respect to each transaction
B. In the Ordinary Course of Business
1. Listing and description of key customer contracts
2. Listing and description of key supply contracts
3. Material sales representative, marketing, agency or distributorship
agreements
4. Material advertising agreements
5. Material government contracts
6. Agreements entered into or expected to be entered into for material
capital expenditures
7. Guarantee agreements
Understanding and Placing Requests for Due Diligence. www.augustushall.com
16
8. Any agreement which contain change-of-control provisions
9. Any contracts or agreements similar to the above which are presently
under negotiation
10. Any material correspondence related to the above
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
17
VI. PROPRIETARY RIGHTS
A. General
1. List and details of any material intellectual property rights registered or
for which applications for registration have been, including, patents,
licenses, trademarks, trade names, domain names, copyrights and
other intellectual property rights (including technology transfers)
2. Particulars of any license, royalty and other intellectual property
agreements (where the Company, any subsidiary or any joint venture
involving the Company or any of its subsidiaries is licensor or licensee)
3. List and description of any pending or threatened claims for
infringement or other violations of proprietary rights owned or used in
the business of the Company, any subsidiary or any joint venture
involving the Company or any of its subsidiaries, including any
challenges as to the validity, subsistence or ownership of such rights
4. List and description of any suspected or alleged infringement by third
parties of intellectual property rights owned by the Company, any
subsidiary or any joint venture involving the Company or any of its
subsidiaries, or used in their business
5. Arrangements for the disclosure of confidential information (which
includes technical and commercial information and know-how which is
not in the public domain) either by or to the Company, any subsidiary
or any joint venture involving the Company or any of its subsidiaries
6. Details of any agreements with employees and consultants regarding
their use of the confidential information of the Company, any subsidiary
or any joint venture involving the Company or any of its subsidiaries
7. Agreements, policies or other arrangements relating to proprietary
rights of employees in products of the Company, any subsidiary or any
joint venture involving the Company or any of its subsidiaries (including
royalty or other fee arrangements)
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
18
VII. PLANT, PROPERTY AND EQUIPMENT
A. Real Property
1. Description, location and character of all real property owned
2. Material deeds, surveys and other real property title documents
3. List of any material real property mortgages which are not disclosed in
most recent financial statements
4.
5. List of all leased real property, including descriptions, terms of leases,
sale and leaseback arrangements, options, annual costs, etc.
6. Reporting letters and opinions regarding the acquisition of any material
real property
7. List of title insurance policies
B. Personal Property
1. Description, location and character of all personal property owned
2. List of all material leased personal property, including descriptions,
terms of leases, options, annual costs, etc.
C. Miscellaneous
1. Description of facilities and plant, including listing of all material fixed
assets and accumulated depreciation
2. Any available appraisals
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
19
VIII. INSURANCE
A. List and description of all material property, casualty, liability and other
insurance policies
B. Any directors' and officers' liability insurance policies
C. Description of present reserves for, and all potential claims with respect to,
any self-insurance
D. History of all insured claims including paid, reserved, and related expense
amounts
E. Loss runs for workers' compensation and general liability
F. Loss history for any self-insurance
G. Loss prevention/control recommendations made by insurers, brokers or
consultants
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
20
IX. SALES/MARKETING
A. Description of the markets in which the Company, its subsidiaries or any joint
venture involving the Company or any of its subsidiaries operate, identifying
the type of customers and the size of the overall market (by value)
B. Identify any customers which account for more than 1% of annual sales of the
Company, its subsidiaries or any joint venture involving the Company or any of
its subsidiaries or, if there are more than ten such customers, the ten largest
customers
1. The quarterly totals of sales
2. Details of current sales order statistics available to management
3. Sales comparison with the industry
4. Copies of standard sales correspondence, returns and allowance
material together with samples of all forms of purchase orders,
invoices, warranty agreements, guarantees, etc
5. Details of pricing policies and fluctuations
6. Copies of all printed price lists
7. Identification of principal competitors, a description of the basis of
competition and the strength and weaknesses of the principal
competitors
8. Indication of the relative size of the Company, its subsidiaries or any
joint venture involving the Company or any of its subsidiaries within
the industry. Details of trade associations relating to the business and
any company memberships
9. Details of current advertising program (including copies of all
promotional or other material used or capable of use in connection with
the business) and the cost of the same and any other promotion
programs
10. Details of sales policies and methods of remuneration of sales
personnel
11. The policy on giving express product warranties and rights to
customers to refunds, exchanges or credits following a purchase and
the value of refunds, exchanges or credits given and warranty claims
12. List the 10 largest suppliers
13. Current research and development plans and budgets
Understanding and Placing Requests for Due Diligence. www.augustushall.com
21
14. Correspondence and other documents relating to negotiations with
competitors of the Company
15. Consultants', engineers' or management reports and marketing studies
relating to broad aspects of the business, operations or products
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
22
X. MISCELLANEOUS
A. Press releases
B. Listing and description of subsidiaries, joint ventures, partnerships, etc.
C. Description of any future acquisition or disposition plans
D. Description of any future restructuring plans
E. Description of Company's information management system, including any
future changes planned.
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
23
Digging below the surface...
 Are there any problems with banks or suppliers?
 What are the sales and profit trends of the target business (increasing,
decreasing, flat)?
 What moves have the competition made over the past couple years?
 Why is the business being sold?
 Is there any major competition coming?
 How do rates and selling practices compare with the competition? Who are
the major accounts? How much do they spend? Are they under contracts?
 What percentage of accounts receivables are past 60 days?
 How much business was written off in the past year?
 Is the Company current with its accounts payable?
 What terms do they have with their suppliers?
 Is there any pending litigation, claims, or liens against the business?
 What role does the Seller play in the management of the business? If the
Seller leaves, will business walk out the door?
 How does the property (ies) compare with the competition? What about
appearance?
 How do methods of distribution compare with the competition?
 What employees come with the deal?
 Are there any union issues?
 Is the equipment and software in good working order or obsolete?
 Is this the proper location for this business?
 Are there additional products that might be added to the fold? What stage
are they in development?
As it relates to operations...
 Does the business have favourable long-term prospects?
 Can expenses be cut? Can departments be eliminated through a merger of
the two operations?
 Are there any unnecessary expenses?
 Is the Company's head count larger than it needs to be?
 Can selling prices be raised? How much and how often without losing
market share?
 Can production costs be lowered?
 Can the business be grown and can earnings increase without the need for
additional capital?
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
24
INVESTIGATIVE DUE DI LIGENCE
Investigative Due Diligence is a background investigation on the individual and/or the
company. Investigative Due Diligence can be conducted with or without the knowledge of the
individual or the company being investigated.
1. The Owner of the Company
What happens if the owner is in great financial difficulty? What if there are
outstanding lawsuits, judgments, child support obligations and credit card debts?
Where do you honestly expect the invested funds to end up first?
The owner may have told his or her outstanding creditors that payment would
be resolved once company financing is in place. This could suggest that much of
the funds invested will go to paying off personal debts instead of using the funds
to expand the company as proposed in the business plan.
In many cases where troubled companies are looking for capital, the owners
have exhausted much of their personal reserves. It can be expected that paying
off personal debts will happen in most of these situations. It is important,
however, to know just how bad the debt situation is. How much of the investor's
money will actually make it into the company?
What were the past tactics of the owner?
Have there been other companies owned by this individual that have gone
bankrupt shortly after financing was obtained?
Are there any old or current lawsuits against the owner or the company?
Has the owner ever been bankrupt?
Can this owner be trusted?
What kind of person is he?
Does he get on well with employees and managers?
Is he a proven leader with vision?
Has this person ever been written up in the media, a trade journal, or an
industry publication? Was it a good or bad article?
Where does he live? What kind of car does he drive? How much money does he
have in the bank? What is the status of the mortgage on his home?
It is common that an owner could obtain financing for his company and be
deeply indebted to creditors. The owner may do everything possible to get
money out of the company and into his pocket. Numerous fictitious invoices and
companies can be created by the owner. The owner in these instances could
write cheques to these companies that appear on the books as nothing more
than valid business expenditures. Thousands could go into his pocket through
one company name or another. It is the oldest trick in the book.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
25
Two very important investigations to conduct on the owner, in the background stage,
are a credit search and a criminal record search. The credit search is important
because it will yield information about the balance on credit cards, collection matters,
and previous addresses, past employment, the works.
2. Credit Searches
It may be illegal for anyone in some countries to conduct a credit search on an
individual without their consent. This means that the owner must be advised that a
credit search must be conducted on him or her. It is customary that a simple written
authorization is signed by the owner.
3. Criminal Record Searches
The law in regard to criminal record searches varies from country to country. In most
times it is not public record and so it is completely illegal to obtain a criminal record
search on an individual without their consent.
If the owner resides in a location where criminal record information is not public
record, the owner must provide a Certificate of Non-Conviction.
Disclaimer
The above notes have been compiled to assist you; however, actions taken as a result of this
document are at the discretion of the reader and not Augustus Hall Limited.
Understanding and Placing Requests for Due Diligence. www.augustushall.com
26
Augustus Hall Limited (RC. 912580)
Lagos, NIGERIA
Augustus Hall Limited (RC. 912580) is a privately owned Credit Control Consultancy Firm based in Victoria Island, Lagos, Nigeria.
We remain focused on applying our in-depth experience and up-to-date knowledge to helping our clients towards an even brighter business future.
We specialise in offering: Credit Industry Training | Commercial Debt Collections | Consumer Debt Collections | Credit Control Consultancy | Credit
Risk Identification and Mitigation | Debt Mediation | Commercial Mediation and Negotiation | Contract & Commercial Management | Research |
Trades and Business Development | Debt Restructuring, Workouts and Collections | Terms of Trade Documentation | Debt Purchasing and Sale
Brokerage | Outsourcing | Consulting and Advisory | Audits & Performance Evaluations.
www.augustushall.com | enquiries@augustushall.com | Telephone: +234 (0) 1-217-0730, +234 (0) 802-977-
2849, +234 (0) 702-534-7079, +44 (203)-5140-885 | Fax: +44 (203)-5140-872 | P.O. Box 4528 Surulere, Lagos
State, Nigeria.
.

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Understanding and Placing Requests for Due Diligence

  • 1. Business Guides Understanding and Placing Requests for Due Diligence: Our SolutionsforNigeria
  • 2. Understanding and Placing Requests for Due Diligence. www.augustushall.com 2 Due diligence is a form of research conducted by investors to make certain they are getting exactly what they agreed to buy.
  • 3. Understanding and Placing Requests for Due Diligence. www.augustushall.com 3 Augustus Hall Limited (RC. 912580) Lagos, NIGERIA Augustus Hall Limited (RC. 912580) is a privately owned Credit Control Consultancy Firm based in Victoria Island, Lagos, Nigeria. We remain focused on applying our in-depth experience and up-to-date knowledge to helping our clients towards an even brighter business future. We specialise in offering: Credit Industry Training | Commercial Debt Collections | Consumer Debt Collections | Credit Control Consultancy | Credit Risk Identification and Mitigation | Debt Mediation | Commercial Mediation and Negotiation | Contract & Commercial Management | Research | Trades and Business Development | Debt Restructuring, Workouts and Collections | Terms of Trade Documentation | Debt Purchasing and Sale Brokerage | Outsourcing | Consulting and Advisory | Audits & Performance Evaluations. www.augustushall.com | enquiries@augustushall.com | Telephone: +234 (0) 1-217-0730, +234 (0) 802-977- 2849, +234 (0) 702-534-7079, +44 (203)-5140-885 | Fax: +44 (203)-5140-872 | P.O. Box 4528 Surulere, Lagos State, Nigeria. .
  • 4. Understanding and Placing Requests for Due Diligence. www.augustushall.com 4 Table of Contents DUE DILIGENCE 5 DUE DILIGENCE STUDY AREAS 6 DUE DILIGENCE REQUEST LIST 6 I. CORPORATE BOOKS AND RECORDS 7 II. FINANCIALINFORMATION 10 III. EMPLOYEEMATERIALS 12 IV. CONTINGENTLIABILITIES 14 V. CONTRACTS, AGREEMENTS AND OTHER ARRANGEMENTS 15 VI. PROPRIETARYRIGHTS 17 VII. PLANT, PROPERTY AND EQUIPMENT 18 VIII. INSURANCE 19 IX. SALES/MARKETING 20 X. MISCELLANEOUS 22 DIGGING BELOW THE SURFACE... 23 1. THE OWNER OF THE COMPANY 24 2. CREDITSEARCHES 25 3. CRIMINALRECORD SEARCHES 25
  • 5. Understanding and Placing Requests for Due Diligence. www.augustushall.com 5 D UE D ILIGEN CE Due diligence is a form of research conducted by investors to make certain they are getting exactly what they agreed to buy. For the venture capital investment process, due diligence means a rigorous investigation and evaluation of an investment opportunity before committing funds. This investigation is conducted by the parties involved in preparing a registration statement to form a basis for believing the statements contained therein are true and that no material facts are omitted. This process includes review of its management team, business conditions, projections, philosophy, and investment terms and conditions. Absolutely vital to making a sound investment, due diligence verifies any business opportunities that survive the initial screening stage. This verification process consists of checking the accuracy of business plans, audited accounts, and management accounts; getting replies to warranty and other standard questionnaires; patent searches; and technical studies. Unpublished accounting information and subjective information are equally important; these data are collected by calling customers, suppliers, lawyers, and bankers, and by checking trade journals. Due diligence emphasizes understanding and quantifying the risk of the proposed deal, rather than the upside. Factors that are analyzed and verified during due diligence: Track record of the management team Size and growth potential of the market Demand for product among target customers Ability to deliver product on time and at agreed price Competitive advantage of product Competitors Marketing and distribution plans Soundness of financial projections Assessment of assumptions used Assessment of intellectual property rights, if any Existing or possible legal contingences Valuation for the venture Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 6. Understanding and Placing Requests for Due Diligence. www.augustushall.com 6 Due Diligence Study Areas Management Chief Executive Officer; Number Two & Three in Management; Management as a Team; Organizational Structure & Decision-making; Management Characteristics; Corporate Ownership; Documentation; Management Reports; Strengths & Weaknesses Personnel Corporate Organization; Employee Compensation; Profit-sharing Plan; Bonus Plan; Payroll Records; Training Program; Attitude and Morale; Record Maintenance; Reports; Motivation; Hiring Procedure; Consultants; Ratio Analysis Marketing Marketing People; Products; Customer Description; Customer Service; Competitive Analysis; Industry Analysis; Marketing Strategy; Product Distribution Production Production Management; Personnel and Organization; Production Process; Purchasing, Suppliers, Shipping, and Receiving; Efficiency Analysis; R&D Financial Area Management, Personnel, and Organization; Cash and Investment Management; Documentation; Analysis of Financial Operations; Financial Statement Analysis; Other Assets and Liabilities; Taxes; Analysis of Projections Reference Area General information about the company; Reference List: Bank, Other Institutional Lenders; Accounting Firm; Law Firm; Suppliers; Customers; Competitors; Agents, Consultants, Stakeholders, Trade Associations, Brokers Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited. Investors want to see your business plan and other information. If you have it ready before they ask for it, this may speed up the due diligence process and increase your chances of raising capital as they see your company is competent and keeps excellent records. During the due diligence stage they may see factors they don't like so will use it to either to negotiate better terms for their investment, or to exit and you get no cash.
  • 7. Understanding and Placing Requests for Due Diligence. www.augustushall.com 7 DUE DILIGENCE REQUEST LIST NOTE THAT THIS IS PURELY A SAMPLE/AN EXAMPLE ONLY: Set forth below is a list of the documents that are reviewed for due diligence purposes in connection with the proposed purchase of shares of preferred stock of the company in question (the "Company"). All documents requested below are with respect to the Company, its subsidiaries and any joint ventures involving the Company or any of its subsidiaries and should be provided with respect to all periods since the founding of the Company, unless otherwise specified. The list represents a standard due diligence request list and attempts to be over-inclusive rather than under-inclusive. It is understood, therefore, that certain items may not be appropriate to the Company, its subsidiaries and joint ventures, and others may need to be added as one becomes more familiar with the Company, its subsidiaries and joint ventures. I. Corporate Books and Records II. Financial Information III. Employee Materials IV. Contingent Liabilities V. Contracts, Agreements, and Other Arrangements VI. Proprietary Rights VII. Plant, Property, and Equipment VIII. Insurance IX. Sales/ Marketing X. Miscellaneous Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 8. Understanding and Placing Requests for Due Diligence. www.augustushall.com 8 I. CORPORATE BOOKS AND RECORDS A. Charter and By-laws 1. Original certificate of incorporation of the Company and all amendments thereto 2. By-laws of the Company, as amended 3. Charter and by-laws of each wholly or partially owned subsidiary of the Company and of any joint venture involving the Company or any of its subsidiaries 4. Closing record books for any material corporate transactions (e.g., reorganization into holding company structure, joint ventures, etc.) 5. Other relevant legal documents governing the organization and management of the Company B. Minutes of meetings and unanimous written consents (since date of incorporation) of the Company, any of its subsidiaries and any joint venture involving the Company or any of its subsidiaries, of the following: 1. Shareholders 2. Board of Directors 3. Executive Committee 4. Audit Committee 5. Any other committees 6. Specific authorizing resolutions 7. Material (including financial projections), if available, distributed to the Board of Directors, or any committees thereof, in connection with the most recent meetings of the Board or such committees C. Officers' and directors' questionnaires prepared in connection with the most recent proxy statement of the Company Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 9. Understanding and Placing Requests for Due Diligence. www.augustushall.com 9 D. Shareholders 1. Shareholder list and other stock records 2. Any shareholder agreements, voting trusts, proxy agreements, escrow agreements or similar arrangements 3. Any stock purchase agreements with shareholders 4. Any agreements relating to preemptive rights or other preferential rights of shareholders 5. Any agreements restricting the sale or other disposition of capital stock 6. Any agreements or plans concerning outstanding or proposed stock options, warrants or rights, including any employee stock ownership plans 7. Any agreements relating to registration rights of shareholders 8. Any trust agreements or other documents if shares are held in fiduciary capacity E. Qualifications and Registrations 1. List of jurisdictions where qualified as foreign corporation or licensed to do business 2. Any other material governmental qualifications, registrations, business licenses, permits, authorizations, exemptions or security clearances, including those pursuant to Federal or state antitrust, environmental, nuclear regulatory, public utility or public service or securities laws and regulations F. Reports to Shareholders 1. Annual reports 2. Quarterly and special interim reports since most recent annual report Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 10. Understanding and Placing Requests for Due Diligence. www.augustushall.com 10 II. FINANCIAL INFORMATION A. Financial Statements 1. Consolidated financial statements for all years and interim periods subsequent to the most recent fiscal year end 2. Monthly income statements for most recent 12 months 3. Internal financial (profit and loss, capital expenditures, etc.) projections, and all supporting information 4. Most recent business plan 5. List of any off-balance sheet liabilities not appearing in most recent financial statements (including the notes thereto) 6. Auditors reports ("management letters") and management responses 7. Summary of accounting policies to the extent not disclosed in financial statements B. Tax Materials 1. Income tax returns 2. Description of and documentation relating to any pending issues with tax authorities 3. Tax basis of assets of the Company and of capital stock and assets of its subsidiaries 4. Tax sharing or indemnity agreements 5. Closing letters and closing agreements, appeals reports, tax litigation status, tax authorities rulings and technical advice memoranda, and any other tax authorities material documents and tax assessments documents C. Indebtedness 1. All instruments evidencing debt obligations or lines of credit and all agreements and material correspondence relating thereto 2. Any other actual or contingent indebtedness (e.g., loan guarantees, letters of credit, banker's acceptances, swaps) not reflected in most recent financial statements and all agreements and material correspondence relating thereto 3. List of existing key financing institutions
  • 11. Understanding and Placing Requests for Due Diligence. www.augustushall.com 11 D. Miscellaneous 1. Schedule of current notes payable/receivable, inter-company advances and description of cash management system 2. Description and listing of current reserves 3. Description of revenue/cost recognition policies 4. Breakdown of selling, distribution, marketing and administrative expenses 5. Explanation of foreign exchange accounting policies, if any 6. Information regarding any indebtedness to the Company or any of its subsidiaries of directors and senior officers 7. Cost of sales breakdown Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 12. Understanding and Placing Requests for Due Diligence. www.augustushall.com 12 III. EMPLOYEE MATERIALS A. Agreements 1. Employment agreements (including, but not limited to, contracts with management personnel or entities affiliated with management personnel) 2. Collective bargaining agreements 3. Consulting agreements 4. Employee handbooks, summaries, guidelines and bulletins 5. Schedules of salaried and hourly employees showing their current compensation rates and breaking out employees by: a. Geographic location b. Function c. Age d. Years with company e. Union vs. non-union f. Participation in employee benefit plans g. Part-time vs. full-time 6. Description of labor disputes, requests for arbitration or mediation, grievance proceedings, etc. 7. Description of negotiations with any unit or group seeking to become the bargaining unit for employees 8. Employee turnover, absentee history and severance policy 9. Description of any union representation elections B. Benefit Plans 1. Any pension, supplemental pension, retirement, post-retirement, stock option, severance, incentive, profit-sharing, executive compensation, bonus and other employee benefit plans (and any related trust agreements and insurance or annuity contracts), including information regarding employer stock held there under, a schedule of plan assets, a detailed description of the plan (including structure, etc.) and a list of trustees 2. Audit and actuarial studies and reports including summary plan descriptions, annual returns and income tax authorities filings, concerning pension and retirement plans and details of any accrued liabilities not reflected therein 3. List of any asset transfers or other withdrawals, partial wind-ups or contribution holidays with respect to all pension plans
  • 13. Understanding and Placing Requests for Due Diligence. www.augustushall.com 13 C. Organizational Information 1. Detailed organization chart 2. List of all directors and officers 3. Biographies of senior management and any outside directors 4. Schedule showing number of employees for each year and interim periods 5. List and description of current operations of each key business unit showing: a. Business purpose b. Key manager c. Key markets served d. Key facilities Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 14. Understanding and Placing Requests for Due Diligence. www.augustushall.com 14 IV. CONTINGENT LIABILITIES A. Litigation 1. List of all pending or threatened litigation, arbitration, administrative or other proceedings involving the Company, any subsidiary or any joint venture involving the Company or any subsidiary, or any officer or director (including parties, remedies sought and nature of action) 2. List and description of all pending or threatened government or other investigations involving the Company, any subsidiary or any officer or director 3. Pleadings and other material documents in material litigation, arbitration and investigations and other proceedings 4. Consent decrees, judgments, etc., under which there are continuing or contingent obligations 5. Letters from lawyers to auditors concerning litigation and other legal proceedings B. Regulatory Compliance 1. Description of any violations of governmental laws or regulations 2. Material reports to governmental agencies 3. Reports, notices or other correspondence concerning any known or alleged violation of sovereign antitrust, environmental, nuclear regulatory, public utility or public service or securities laws and regulations 4. Agreements or commitments with governmental entities or other persons relating to clean-up obligations or other environmental liabilities 5. Copies of correspondence between government agencies and the Company 6. List of all governmental filings and consents required for a purchase of the stock of the Company Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 15. Understanding and Placing Requests for Due Diligence. www.augustushall.com 15 V. CONTRACTS, AGREEMENTS AND OTHER ARRANGEMENTS A. Not in the Ordinary Course of Business 1. Partnership agreements 2. Joint venture agreements 3. Contracts relating to material business acquisitions or dispositions (by transfer of capital stock or assets), including any separate tax or environmental agreements 4. Stand-still agreements 5. Confidentiality and trade secret agreements 6. Agreements limiting the ability to compete with any other person or to engage in any line of business 7. Corporate transactions with management or directors or affiliates 8. Agreements to provide goods or services at below cost (other than promotional arrangements entered into in the ordinary course of business) 9. Indemnification agreements for directors and officers 10. Any other existing or pending material contracts not in the ordinary course of business 11. Any material correspondence related to the above 12. Closing record books with respect to each transaction B. In the Ordinary Course of Business 1. Listing and description of key customer contracts 2. Listing and description of key supply contracts 3. Material sales representative, marketing, agency or distributorship agreements 4. Material advertising agreements 5. Material government contracts 6. Agreements entered into or expected to be entered into for material capital expenditures 7. Guarantee agreements
  • 16. Understanding and Placing Requests for Due Diligence. www.augustushall.com 16 8. Any agreement which contain change-of-control provisions 9. Any contracts or agreements similar to the above which are presently under negotiation 10. Any material correspondence related to the above Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 17. Understanding and Placing Requests for Due Diligence. www.augustushall.com 17 VI. PROPRIETARY RIGHTS A. General 1. List and details of any material intellectual property rights registered or for which applications for registration have been, including, patents, licenses, trademarks, trade names, domain names, copyrights and other intellectual property rights (including technology transfers) 2. Particulars of any license, royalty and other intellectual property agreements (where the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries is licensor or licensee) 3. List and description of any pending or threatened claims for infringement or other violations of proprietary rights owned or used in the business of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries, including any challenges as to the validity, subsistence or ownership of such rights 4. List and description of any suspected or alleged infringement by third parties of intellectual property rights owned by the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries, or used in their business 5. Arrangements for the disclosure of confidential information (which includes technical and commercial information and know-how which is not in the public domain) either by or to the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries 6. Details of any agreements with employees and consultants regarding their use of the confidential information of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries 7. Agreements, policies or other arrangements relating to proprietary rights of employees in products of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries (including royalty or other fee arrangements) Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 18. Understanding and Placing Requests for Due Diligence. www.augustushall.com 18 VII. PLANT, PROPERTY AND EQUIPMENT A. Real Property 1. Description, location and character of all real property owned 2. Material deeds, surveys and other real property title documents 3. List of any material real property mortgages which are not disclosed in most recent financial statements 4. 5. List of all leased real property, including descriptions, terms of leases, sale and leaseback arrangements, options, annual costs, etc. 6. Reporting letters and opinions regarding the acquisition of any material real property 7. List of title insurance policies B. Personal Property 1. Description, location and character of all personal property owned 2. List of all material leased personal property, including descriptions, terms of leases, options, annual costs, etc. C. Miscellaneous 1. Description of facilities and plant, including listing of all material fixed assets and accumulated depreciation 2. Any available appraisals Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 19. Understanding and Placing Requests for Due Diligence. www.augustushall.com 19 VIII. INSURANCE A. List and description of all material property, casualty, liability and other insurance policies B. Any directors' and officers' liability insurance policies C. Description of present reserves for, and all potential claims with respect to, any self-insurance D. History of all insured claims including paid, reserved, and related expense amounts E. Loss runs for workers' compensation and general liability F. Loss history for any self-insurance G. Loss prevention/control recommendations made by insurers, brokers or consultants Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 20. Understanding and Placing Requests for Due Diligence. www.augustushall.com 20 IX. SALES/MARKETING A. Description of the markets in which the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries operate, identifying the type of customers and the size of the overall market (by value) B. Identify any customers which account for more than 1% of annual sales of the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries or, if there are more than ten such customers, the ten largest customers 1. The quarterly totals of sales 2. Details of current sales order statistics available to management 3. Sales comparison with the industry 4. Copies of standard sales correspondence, returns and allowance material together with samples of all forms of purchase orders, invoices, warranty agreements, guarantees, etc 5. Details of pricing policies and fluctuations 6. Copies of all printed price lists 7. Identification of principal competitors, a description of the basis of competition and the strength and weaknesses of the principal competitors 8. Indication of the relative size of the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries within the industry. Details of trade associations relating to the business and any company memberships 9. Details of current advertising program (including copies of all promotional or other material used or capable of use in connection with the business) and the cost of the same and any other promotion programs 10. Details of sales policies and methods of remuneration of sales personnel 11. The policy on giving express product warranties and rights to customers to refunds, exchanges or credits following a purchase and the value of refunds, exchanges or credits given and warranty claims 12. List the 10 largest suppliers 13. Current research and development plans and budgets
  • 21. Understanding and Placing Requests for Due Diligence. www.augustushall.com 21 14. Correspondence and other documents relating to negotiations with competitors of the Company 15. Consultants', engineers' or management reports and marketing studies relating to broad aspects of the business, operations or products Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 22. Understanding and Placing Requests for Due Diligence. www.augustushall.com 22 X. MISCELLANEOUS A. Press releases B. Listing and description of subsidiaries, joint ventures, partnerships, etc. C. Description of any future acquisition or disposition plans D. Description of any future restructuring plans E. Description of Company's information management system, including any future changes planned. Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 23. Understanding and Placing Requests for Due Diligence. www.augustushall.com 23 Digging below the surface...  Are there any problems with banks or suppliers?  What are the sales and profit trends of the target business (increasing, decreasing, flat)?  What moves have the competition made over the past couple years?  Why is the business being sold?  Is there any major competition coming?  How do rates and selling practices compare with the competition? Who are the major accounts? How much do they spend? Are they under contracts?  What percentage of accounts receivables are past 60 days?  How much business was written off in the past year?  Is the Company current with its accounts payable?  What terms do they have with their suppliers?  Is there any pending litigation, claims, or liens against the business?  What role does the Seller play in the management of the business? If the Seller leaves, will business walk out the door?  How does the property (ies) compare with the competition? What about appearance?  How do methods of distribution compare with the competition?  What employees come with the deal?  Are there any union issues?  Is the equipment and software in good working order or obsolete?  Is this the proper location for this business?  Are there additional products that might be added to the fold? What stage are they in development? As it relates to operations...  Does the business have favourable long-term prospects?  Can expenses be cut? Can departments be eliminated through a merger of the two operations?  Are there any unnecessary expenses?  Is the Company's head count larger than it needs to be?  Can selling prices be raised? How much and how often without losing market share?  Can production costs be lowered?  Can the business be grown and can earnings increase without the need for additional capital? Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 24. Understanding and Placing Requests for Due Diligence. www.augustushall.com 24 INVESTIGATIVE DUE DI LIGENCE Investigative Due Diligence is a background investigation on the individual and/or the company. Investigative Due Diligence can be conducted with or without the knowledge of the individual or the company being investigated. 1. The Owner of the Company What happens if the owner is in great financial difficulty? What if there are outstanding lawsuits, judgments, child support obligations and credit card debts? Where do you honestly expect the invested funds to end up first? The owner may have told his or her outstanding creditors that payment would be resolved once company financing is in place. This could suggest that much of the funds invested will go to paying off personal debts instead of using the funds to expand the company as proposed in the business plan. In many cases where troubled companies are looking for capital, the owners have exhausted much of their personal reserves. It can be expected that paying off personal debts will happen in most of these situations. It is important, however, to know just how bad the debt situation is. How much of the investor's money will actually make it into the company? What were the past tactics of the owner? Have there been other companies owned by this individual that have gone bankrupt shortly after financing was obtained? Are there any old or current lawsuits against the owner or the company? Has the owner ever been bankrupt? Can this owner be trusted? What kind of person is he? Does he get on well with employees and managers? Is he a proven leader with vision? Has this person ever been written up in the media, a trade journal, or an industry publication? Was it a good or bad article? Where does he live? What kind of car does he drive? How much money does he have in the bank? What is the status of the mortgage on his home? It is common that an owner could obtain financing for his company and be deeply indebted to creditors. The owner may do everything possible to get money out of the company and into his pocket. Numerous fictitious invoices and companies can be created by the owner. The owner in these instances could write cheques to these companies that appear on the books as nothing more than valid business expenditures. Thousands could go into his pocket through one company name or another. It is the oldest trick in the book.
  • 25. Understanding and Placing Requests for Due Diligence. www.augustushall.com 25 Two very important investigations to conduct on the owner, in the background stage, are a credit search and a criminal record search. The credit search is important because it will yield information about the balance on credit cards, collection matters, and previous addresses, past employment, the works. 2. Credit Searches It may be illegal for anyone in some countries to conduct a credit search on an individual without their consent. This means that the owner must be advised that a credit search must be conducted on him or her. It is customary that a simple written authorization is signed by the owner. 3. Criminal Record Searches The law in regard to criminal record searches varies from country to country. In most times it is not public record and so it is completely illegal to obtain a criminal record search on an individual without their consent. If the owner resides in a location where criminal record information is not public record, the owner must provide a Certificate of Non-Conviction. Disclaimer The above notes have been compiled to assist you; however, actions taken as a result of this document are at the discretion of the reader and not Augustus Hall Limited.
  • 26. Understanding and Placing Requests for Due Diligence. www.augustushall.com 26 Augustus Hall Limited (RC. 912580) Lagos, NIGERIA Augustus Hall Limited (RC. 912580) is a privately owned Credit Control Consultancy Firm based in Victoria Island, Lagos, Nigeria. We remain focused on applying our in-depth experience and up-to-date knowledge to helping our clients towards an even brighter business future. We specialise in offering: Credit Industry Training | Commercial Debt Collections | Consumer Debt Collections | Credit Control Consultancy | Credit Risk Identification and Mitigation | Debt Mediation | Commercial Mediation and Negotiation | Contract & Commercial Management | Research | Trades and Business Development | Debt Restructuring, Workouts and Collections | Terms of Trade Documentation | Debt Purchasing and Sale Brokerage | Outsourcing | Consulting and Advisory | Audits & Performance Evaluations. www.augustushall.com | enquiries@augustushall.com | Telephone: +234 (0) 1-217-0730, +234 (0) 802-977- 2849, +234 (0) 702-534-7079, +44 (203)-5140-885 | Fax: +44 (203)-5140-872 | P.O. Box 4528 Surulere, Lagos State, Nigeria. .