Venture Financing:
Step-by-step Guide
Due Diligence
Verifying the Information Received from a Prospective Investment Partner
By Vadim Kotelnikov, Founder, Ten3 BUSINESS e-COACH - Innovation Unlimited, 1000ventures.com
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VC Investment in Start-Up Firms
Factors that are Analyzed and Verified during Due Diligence
Track record of the management team
Size and growth potential of the market
Demand for the product among target customers
Ability to deliver the product on time and at agreed price
Competitive advantage of the 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.
Trust, but Verify
Due diligence is a form of research conducted by investors or prospective joint venture partners to make certain they're are getting exactly what they agreed to buy. Trust the information you receive from the prospective partner, but it's good business practice to verify the facts through interviews with third parties. Due diligence emphasizes understanding and quantifying the risk of the proposed deal, rather than the upside.
VC Investing in Start-up Firms
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. For venture capital investments, as few as 10-15% of proposals make it past the initial screening stage to the full due-diligence process, and only 10% of those receive funding. 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 Unpublished accounting information and subjective information are equally important; these data are collected by calling customers, suppliers, lawyers, and bankers, and by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 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
Contracts
In the Ordinary Course of Business (customer contracts; supplier contracts; agency/distribution agreements, etc); Not in the Ordinary Course of Business (partnership agreements, joint venture agreements, confidentiality/trade secret agreements, etc)
Proprietary Rights
Intellectual Property Rights (IPR); Intellectual Property Agreements; Pending or Threatened Claims for Infringement or Other Violations; Suspected or Alleged Infringement by Third Parties; Arrangements for the Disclosure of Confidential Information; Agreements with Employees and Consultants; Arrangements Relating to Proprietary Rights of Employees
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
Discover much more!
Due Diligence Worksheet
Sample Due Diligence Request and Check List
Evaluating Management Team and Related Due Diligence Issues
The Top 10 Most Common Intellectual Property Right Mistakes During Venture Capital Due Diligence
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