The Due Diligence Process— Guiding Principles for Early Stage Innovative Products and Venture Capital Investments

Abstract

Mergers and acquisitions of small, innovative firms require special treatment of the due diligence process. The asymmetry in organisational order of magnitude would otherwise force the smaller, ‘target’ venture to become a puppet in the hands of the larger, often multinational company. The aim of this article is to provide a guideline for smaller, new technology-based firms to face the power disequilibrium. After a brief introduction to the nature of the due diligence process, the article will discuss dangers of due diligence as perceived by both the disclosing and the receiving party. Special attention will be paid to the concepts of the White Room, the White Book and the need for gradually increasing disclosure of one party and growing commitment – both financially and contractually – of the other. For each phase of the due diligence process, content of the disclosure is discussed, as well as legal, financial and procedural aspects.

TOPICS: Private equity, legal/regulatory/public policy, risk management