
Paper P7: Advanced audit and assurance (International)
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An adverse or critical due diligence report may therefore result in:
abandoning a proposed takeover or merger, or
reducing the offer price for the acquisition.
Items to investigate in a due diligence exercise
Financial performance and financial position. The accountant will look at the
available historical financial information about the target company, such as its
financial statements for the past few years. Ratio analysis will often be used to make
an assessment. The accountant will also look at the target company’s management
accounts, budgets and profit/cash flow forecasts, and at any current business plan.
Operational issues. The accountant should also look for any operational issues in
the target company that may raise questions about its value. For example, the target
company might have important contracts with major customers, and the accountant
should try to find out when these contracts reach their termination date and what is
the probability that the contracts will be renewed. Other operational problems may
be discovered, such as a high rate of labour turnover, or high costs incurred in
meeting warranties or guarantees to customers.
Management representations. Management of the takeover target may have
provided representations to the potential buyer. For example, they might have
given a written assurance that the target company is not subject to any tax
investigation or potential litigation. Due diligence work should seek to establish that
these representations appear to be correct.
Identification of assets. A takeover usually results in purchased goodwill in the
consolidated accounts. However the takeover target may have several intangible
assets that do not appear in its statement of financial position (because they were
internally-generated assets) but which should be recognised for the purpose of
consolidation. Examples are internally-generated patent rights, customer lists and
databases and brand names. These should be identified and valued, for inclusion in
the consolidated statement of financial position after the acquisition. It is also useful
for the management of the potential buyer to be aware of the nature and estimated
value of the intangible assets that they would be acquiring.
Benefits and costs of a takeover. Due diligence may also include an attempt to
estimate the future benefits of the takeover, such as cost savings from synergies
such as economies of scale. Any ‘one off’ expenses such as redundancy costs and
reorganisation costs will have to be estimated – by the potential buyer if not by the
due diligence process.
Benefits of using an audit firm for due diligence
There is no reason why an accountancy firm, such as the frm’s auditors, shouldbe
engaged to carry out due diligence. Management could do some or all the work