On Shaky Ground? The Value of Local Due Diligence Post-COVID
Localised due diligence is more crucial than ever in our post-COVID-19 reality
The pandemic has rocked the business world, with business big and small experiencing seismic changes in how they operate, what their customers are willing to pay for - or even in the very products or services they make. The tidal wave of change has created new rising stars and left others high and dry, creating huge opportunities for investors looking to make their next acquisitions.
At the same time, it is now more difficult than ever to obtain the up-to-date information need to aid investment decision-making. Disparities in local impact, the rapid shifts that have taken place, and the sparse publicly available information about such changes all make remote due diligence impractical and risky. This problem is only likely to intensify as countries struggle to stop the spread of the pandemic. Local intelligence is uniquely positioned to provide up to date, information to help businesses conduct due diligence in the post-COVID-19 reality.
Truly local intelligence is the key to COVID-proofed transactions
Local intelligence is key to ensuring a full audit of a target acquisition. This article sets out 11 key areas where local intelligence is vital for investors looking to make exciting acquisitions at a challenging time.
Environmental and Human Rights Audit: In April 2020, the OECD’s Centre for Responsible Business Conduct published a COVID-19, policy paper, advocating the upholding of human rights within due diligence as businesses work to manage and mitigate the adverse impact of the pandemic. In cases where senior management is unable to assess working conditions or environmental compliance due to travel restrictions, local experts are able to undertake local spot checks, or in-depth audits. Key risks include health and safety compliance challenges associated with work conditions. Particularly in those labour-intensive industries where ensuring social distancing measures and the provision of protective equipment might be difficult.
Supply Chain Audit: The gap between head offices and employees on the ground has led to growing instances of supply chain theft, losses, inefficiencies and delays. At a time of increasing instability and fluctuating power dynamics, local experts can provide intelligence on emerging risks, logistics challenges, and how top-level government restrictions are translating into local operating practice.
Employee/Management Audit: The International Labour Organisation identified employees in the hotel, restaurant, retail and manufacturing industries (38% of the global workforce) as the most vulnerable to COVID-19. In these industries, only senior management are working remotely while most employees are still working in person. This often results in poor oversight of the workforce and employees working conditions. Local intelligence is uniquely positioned to bridge this gap and provide information about how employees are adapting to new processes, and whether they have the support they need to do their jobs effectively.
Organisational Audit: COVID-19 will force businesses to determine potential organizational risks and reassign their resources to mitigate these. Local intelligence can carry out operational, reputational or strategic risk assessments, and advice on practical control measures and their implementation. Or, where new policies have been designed, local intelligence providers can help assess the effectiveness of policy implementation.
Compliance and Regulatory Audit: The COVID-19 outbreak has significantly expanded the range of risks business faces, which has in turn prompted extensive new regulatory requirements. Local business, policy, governance and law enforcement specialists have a deep understanding of how to constructively manage relationships with government ministries and agencies and ensure compliance as regulations evolve.
Market Audit: The nature of an organization’s market at a local level will have changed considerably due to COVID-19. Local intelligence can provide detailed information on local market dynamics to identify suitable merger and acquisition targets that may not be obvious via remote research.
Compatibility Audit: The effects of COVID-19 might have adversely affected the target company’s fit in the buyer organization’s pre-pandemic portfolio. Local experts can carry out validation of the target business to help assess the compatibility of the target business with the buyer’s organisation, strategy and culture.
Technology/Intellectual Property Audit: As remote working entails sharing confidential information through online platforms, proper safeguarding is crucial. Theft or misuse of intellectual property can cripple a business, destroy a brand and result in vast damage claims. Local experts are able to gather evidence to identify intellectual property fraud at the local level.
Tax and Financial Audit: The financial performance of companies during the pandemic will not be representative of their historical financial performance, and there is great uncertainty of future results for most companies. While many businesses appear to have been harmed by COVID-19, organizations in specific sectors have benefited financially from the impact of COVID-19. Local experts can help assess the accuracy of interim financial and current reporting structures, ensuring investors get as accurate financial picture of their target acquisition as possible.
Legal Audit: Businesses’ legal obligations will need to be reviewed for the presence of force majeure clauses and exclusivity restrictions, minimum purchase commitments, and likely exposure under termination provisions. For instance, there will be important financial and legal implications as a result of the personnel decisions made by companies, including labour disputes, employment agreements, deferred salaries, bonuses.
Insurance Audit: Companies will need to analyse whether COVID-19 related issues are covered by their insurance policies, and further coverage for pandemic related issues is likely to be required in many cases. Insurers are likely to require enhanced due diligence by the buyer in order to have a full picture of the effects of COVID-19 on the target company.
The local impact of COVID-19 has highlighted the need for local intelligence to help businesses conduct due diligence. At a time of local instability, changing political and regulatory dynamics and growing risks for businesses, local experts can provide reliable, up to date local information to support businesses.
Tapis Intelligence sources local intelligence in over 120 countries. For due diligence support contact email@example.com or visit our website www.tapisintelligence.com