RSM Poland
Languages

Languages

Due diligence – make sure you know what you buy!

Before you decide to purchase a different enterprise the process needs to be negotiated internally within your company (you think of the opportunities of your prospective business, who is going to manage it, what control measures to apply, what changes need to be introduced, how to change old structures etc.), as well as negotiated with the seller (the price, terms of payment, measures to protect you against unfair or illegal actions on the seller’s side).

When purchasing an enterprise your primary focus is on the company’s future role in your business, within your organisational structures; you assess possible synergy, risks and potential. Your focus is on the business aspects, because you know your company and your market best of all.

The purchase of an enterprise also means many potential risks in the legal and tax area. Such risks are not necessarily visible at first sight. You wonder whether upon taking over the enterprise an audit by tax authorities may result in payment of taxes you had no knowledge about whatsoever. You wonder whether the purchased business might have had a record of notorious violation of labour law, copyright, environmental regulations – which could result in costly proceedings, penalties and recompensation. Finally, you wonder if the business analyses conducted on basis of delivered financial data are accurate – in case you are not entirely sure whether the presented information actually reflects the real state of the purchased company.

In other words, you want to be sure as to what you are buying, what is the purchased company's actual financial state, which business lines/products/unit are profitable and which require changes, what are the tax risks and what are the legal risks in view of the purchased enterprise joining your business structures.

All this can be answered by performing a due diligence analysis, which allows for either comprehensive or specific verification of the business entity you are interested in. Due diligence may cover areas of finance, law, taxes, environmental protection, HR, technology, IT etc. Usually the minimum scope covers financial, tax and legal aspects. Due diligence is a great analysis tool in company valuation and an important argument in negotiations. Knowledge on threats and risks, but also opportunities and the potential of the company you are looking to purchase, allows you to make an informed decision, set negotiations in the right direction, start preparing organisational changes beforehand, secure yourself against various risks and make full use of opportunities.

Our Transaction Advisory Services Team is at your disposal.

  • We perform due diligence in the finance, tax and legal field;
  • In cooperation with external specialists we perform due diligence in IT, HR, environmental protection and technology;
  • We provide company valuation;
  • We optimise tax-wise transactions of company acquisition;
  • We assist you in the negotiation process;
  • We prepare the transaction's legal documentation;
  • We perform vendor due diligence;
  • If the acquired company is operating also abroad (or only abroad), we cooperate with RSM firms located in the relevant country, coordinate the work of teams in various locations and remain your primary contact in the process.

 

Should you require our assistance in due diligence, please contact our expert Bartosz Miłaszewski:

e-mail: ekspert@rsmpoland.pl

tel. +48 61 8515 766

fax +48 61 8515 786