Due Diligence Consulting

Due Diligence Consulting

When it comes to protecting your interests, you need a small business consultant from a firm that understands your goals. Professional accountants provide you with the financial information you need prior to signing any type of personal or business contract. This service is called due diligence consulting. It’s a process of evaluation that a NYC CPA firm can perform for your business.

Due diligence consulting is a service that provides you with all the financial information you need to have informed consent before you sign any type of contract. Miller & Company LLP, NY Certified Public Accountants, a best rated CPA firm in NYC.

According to the dictionary, the term “due diligence” means “reasonable care” or “required carefulness” in general use. It evolved into a legal and business term after the Securities Act of 1933, where the term used is “reasonable investigation.” Included in the Act is Section 11, the “due diligence defense,” which brokers or dealers could use if accused of failure to disclose important information about the purchase of certain securities for their clients.

For business and legal use, the term began to be used for the process itself, rather than the protection it provided. “Due diligence investigations” became “due diligence.” It’s now a service, Due Diligence Consulting performed for the protection of clients, as well as their brokers or representatives in court.

Types of Due Diligence

There are several different types of due diligence, and many of them can be adapted to fit different situations that you may encounter during the process of acquiring something of value — from property to companies. These techniques can be used for tax-related investigations as well. For example, due diligence can include:

• Examining the target of a possible acquisition, merger or privatization for the buyer — although it can take the form of “reverse due diligence,” where the company being bought investigates the buyer
• Investigating important matters that may occur in the future
• Answering tough questions like how much to pay for a business, how to buy it and how to structure the acquisition
• Investigating the existing policies and practices of a business
• Helping you make an acquisition decision based on the principles of shareholder value analysis and valuation — which evaluates a business’s worth from its stockholder returns

Nine Categories of Due Diligence

In any investigatory process, there are procedures to follow. Due diligence is no different. There are nine specific areas covered within the guidelines of the due diligence investigation:

1. Compatibility audit
2. Reconciliation audit
3. Legal/environmental audit
4. Financial audit
5. Marketing audit
6. Macro-environmental audit
7. Information systems audit
8. Production audit
9. Management audit

A due diligence investigation examines many areas of the company you’re interested in acquiring, including all areas of concern. The list can touch on:

• Intellectual property
• Real and personal property
• Employee benefits, including the Affordable Care Act
• International transactions
• Insurance coverage, including liability
• Commercial viability
• Debt
• Tax burden

Cybersecurity has also become a much larger concern recently, so due diligence has evolved to encompass that aspect of a company’s management as well. When due diligence is performed, it can have a great impact on your transactions in areas such as the purchase price, the transaction agreements, and the type and size of payments you may make to the company being purchased.

Due Diligence for Foreign Relationships

Of particular concern more recently are transactions and business dealings with overseas businesses. The Foreign Corrupt Practices Act (FCPA) has forced many U.S. businesses to investigate and re-evaluate their overseas relationships. Failure to do proper investigations into an overseas company’s operations, agents, vendors and suppliers could lead to the possibility of improprieties. If the overseas business has links to government agents, the possibility of bribery can emerge, leading to a violation of the FCPA. So, due diligence consulting in foreign business dealings is necessary in two specific areas:

1. Initial due diligence. This is an early phase to evaluate the risks of doing business before beginning any relationship with a business entity.
2. Ongoing due diligence. This involves periodically evaluating and updating each overseas relationship to make sure there are no ties to bribery or illicit activities. This type of investigation is ongoing, performed regularly as long as the overseas business relationship exists.

Due Diligence and Your CPA

As it’s evolved since 1933, due diligence has become an entire industry for some accountants and auditing experts. You can find best rated NYC CPA firms entirely devoted to due diligence in all aspects of their clients’ business and personal dealings. You can find other NYC firms that specialize in due diligence that employ CPAs, auditors and lawyers on staff to cover every aspect of investigation or litigation you may encounter in the business world.

Financial and accounting institutions are generally the most thorough with their due diligence, since they have to avoid violations of the FCPA in their dealings with other countries. The retailing, energy and manufacturing industries are also very active in their pursuit of FCPA compliance.

Due Diligence in Court

Civil litigation is another area in which due diligence pays dividends. Investigations need to be performed to determine the facts in each situation, without relying upon the statements of the parties involved. If you’re involved in civil litigation, the investigations need to be impartial and thorough, so that all relevant information is disclosed.

Due diligence consulting also may require review of public records or a physical inspection if the dispute involves property. Once all of the pertinent information has been obtained by both sides in a civil dispute, it becomes a matter of analyzing the facts and making a decision based on those facts.

CPAs Do Due Diligence

When you need due diligence consulting work, whether before a merger and acquisition or for some other reason, call on an experienced accounting firm. Some accounting experts in Manhattan and the greater New York metropolitan area specialize in due diligence work, while others, like best rated Manhattan CPA, Miller & Company, for example, consider due diligence part of everything they do.

Some of the accounting services that include due diligence work include:

• Audited financial statements
• Business consulting
• Certified audit
• Expatriate taxes
• Forensic accountant
• International tax accountant
• Strategic planning

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