Due Diligence: Technical and Nontechnical Considerations

"Due diligence" is a review or audit of a facility or business to assess and quantify risks and operating status before an acquisition. Due diligence findings can be used to negotiate the price, general terms, and indemnification provisions in the purchase and sales agreement. In addition to assessing out- standing liabilities, necessary capital improvements, and the adequacy of operating budgets, due diligence should include "nontechnical" considerations, such as local community acceptance and relations, and the effect on the company's public image and operations. This paper will discuss how these considerations can be addressed in the due diligence process and factored into the transaction. Also, innovative means for risk reduction and risk transfer, during and after the transaction, will be discussed.