If you are in the midst of your business search, then a major step in the process to buy a business is coming your way – due diligence.
This step in the business buying process occurs once an offer from a buyer is accepted by a seller. The business is pulled from the market and placed in a sort of limbo so the buyer has a chance to review all business related documentation and then make a final decision about whether or not they wish to buy the business and how much they would ultimately like to offer.
This limbo phase is great for buyers because it essentially stops the access of other potential buyers to the business they want and gives them a chance to peek behind the scenes.
Due diligence is not, however, an indefinite period that can drag on forever. A typical due diligence period is two weeks. That’s it, and honestly that’s all you really need. We regularly get requests for due diligence periods of multiple weeks or months – but that extended amount of time is unnecessary and unfair to the business itself.
Why is an extended due diligence period unnecessary? If you’ve made an offer on a business, you’ve already seen a good deal of the financial information and have a decent understanding of the inner workings of the business – like the contractual agreements the business has with major clients (for example). You don’t start the due diligence process with a blank slate, it is instead a more in-depth look at something you are already familiar with.
Since you aren’t starting from scratch, you should use your due diligence time efficiently. You should review the documentation as soon as you get it, thereby giving yourself a few days to think about your upcoming decisions. You should also have your broker or your business transaction accountant help you if you have questions – but you need to get them any questions and any documentation promptly as they may not be able to get to it right away. Don’t wait until two days before due diligence is over to rush the paperwork to an accountant and then try to request an extension. Procrastinating during due diligence could mean you are rushed into a decision without having reviewed the information thoroughly – leading to unnecessary surprises down the road.
Why is an extended due diligence period unfair to the business? An extended due diligence period pulls a business off the market and shifts a seller’s focus to just one buyer. The seller has to take time away from the day-to-day operations of the business to provide requested information and answer buyer questions. At the end of an extended due diligence a buyer can then decide they don’t want to move forward with the business sale, leaving the seller to start over with the process of finding buyers after an extended absence from the market. To shift focus for a period of two or three weeks isn’t unfair – but to ask a business owner to change their focus for weeks or months is.
If you are in the market to buy a business, it is in your best interest to use the due diligence period to your advantage by working quickly with the information you are given and giving yourself the time to think about the decisions you need to make. It will alleviate some of the stress of the business buying process and allow you discover any surprises before they become a problem down the road.
Are you looking at businesses and are concerned that a two week due diligence period won’t be enough? Do you have more questions about what happens during due diligence? Ask us! Please leave any comments or questions and we would be happy to help.
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