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How to do due diligence when buying an advisory firm

This article is part of
Guide to buying and selling a firm in 2017

How to do due diligence when buying an advisory firm

Very few people will buy the home of their dreams without seeing it for themselves, or at least having a qualified surveyor look over it.

Often, they will get experts in to check that any extensions have been done to standard, and check with the local council to see if the appropriate permissions were obtained.

After all, nobody wants to buy something that will collapse around them at some point in the future.

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The same is true when buying an advisory firm. While there may be many reasons why a buyer wants a particular firm - maybe it's the right location, maybe they have expertise in a certain area or maybe they have a lucrative client book - the potential buyer must do proper due diligence. 

"Due diligence is part of any business purchase and you have to be ready for a sale, as much as willing to buy," says John Joe McGinley, founder of Glassagh Consulting. 

"While relationships are the basis of building a business, data is the way to make money out of it," he adds.

So part of completing a due diligence process means having an "effective client data base in place", Mr McGinley says, which will involve the buyer being able to explore the so-called 'data room'. 

Pre-digital age, this was literally a room or a corner of an office with files stuffed full of important information, such as client data, leasehold arrangements, bank statements, profit and loss statements and copies of filings to Companies House.

Nowadays, this should all be available digitally and in an organised, structured format to make it easier for both the seller and the buyer to put their fingers on the appropriate information without having to spend ages looking for it.

As James Dingwall, chief executive of Thistle Initiatives, says: "The buyer will want to ensure a specific list of requirements is sent to the seller, and the seller ensures all data is added. 

"One of the most important points for the buyer is to get the due diligence request right at the outset, so there is no ambiguity on what is needed."

What should be in the data room?

Linda Whittle, senior associate at City law firm Fladgate, comments: “A data room containing information on the target should be established near the outset of a transaction in response to a detailed set of scoped questions on the company and its business.”

For the buyer, Ms Whittle says this means ensuring the questions posed are specific and tailored to the particular business (for example, including addressing regulatory requirements, licensing approvals and other matters of compliance) and the buyer’s own priorities.

For the seller, it will be important, as far as possible, to ensure the buyer agrees they have knowledge of what the data room contains, so as to limit the extent of any claims under the warranties in the sale agreement by reference to such knowledge.