In an increasingly competitive M&A market, where investors demand higher levels of transparency and information, preparing a company before formally launching a sale process can become a significant factor in the success of a transaction. Against this backdrop, Vendor Due Diligence (VDD) has gained growing relevance in certain transactions, particularly in competitive sale processes, corporate divestments and private equity-backed deals.
Traditionally, due diligence has been associated with the buyer. Once a target company had been identified and the parties had reached a preliminary agreement, the prospective purchaser would undertake a review of the company’s financial, legal, tax and operational position before completing the acquisition.
Vendor Due Diligence adopts a different approach. It is an independent review commissioned by the seller before the formal sale process begins.
Its purpose is not to replace the due diligence that the buyer will subsequently perform, but rather to anticipate it. Through this process, the company identifies potential contingencies, reviews the quality of the information that will be made available to prospective investors and prepares consistent documentation designed to facilitate the transaction.
In other words, the seller adopts in advance the perspective from which any potential buyer is likely to assess the business.
The evolution of the M&A market largely explains the growing interest in this type of review.
Buyers now have greater analytical capabilities, investment processes have become more rigorous, and documentation requirements have increased significantly. At the same time, transaction timelines are often tighter and competitive sale processes require information to be readily available from the earliest stages of the deal.
In this environment, a company entering the market with incomplete information, documentary inconsistencies or readily identifiable risks may create uncertainty among prospective buyers and complicate the negotiation process.
One of the main objectives of Vendor Due Diligence is to reduce uncertainty throughout the sale process.
Where financial, tax, corporate and contractual information has already been reviewed and properly organised, potential buyers are able to devote more of their resources to assessing the transaction and understanding the business, rather than focusing on identifying documentary issues or requesting repeated clarifications.
This does not remove the need for the buyer to conduct its own due diligence. However, it can help ensure that the process is conducted on the basis of more robust and consistent documentation, facilitating coordination between the parties and reducing the likelihood that issues identified at an advanced stage will materially affect negotiations.
Although Vendor Due Diligence has traditionally been closely linked to financial analysis, its scope has gradually expanded.
In more complex transactions, these reviews frequently include tax, corporate, legal, employment and regulatory matters, with the aim of providing a more comprehensive understanding of the business before it is brought to market.
This development reflects an increasingly established trend towards multidisciplinary due diligence processes, in which specialists from different disciplines work together to identify risks, understand how they interact and provide a holistic assessment of the transaction.
Vendor Due Diligence should not be regarded merely as a documentary review exercise.
Its real value lies in enabling the seller to identify in advance those issues that are likely to generate questions or uncertainty during the sale process and, where appropriate, to address them before negotiations begin.
In certain transactions, this early preparation can help reduce issues arising during the buyer’s review, facilitate the exchange of information and provide the seller with a potentially stronger negotiating position based on information that has already been reviewed and properly structured.
The growing sophistication of the M&A market is driving earlier preparation of transactions. Due diligence no longer necessarily begins when an interested buyer emerges. In certain transactions, particularly organised and competitive sale processes, preparatory work starts months before the company is formally brought to market.
Rather than replacing the buyer’s review, Vendor Due Diligence seeks to improve the quality of the transaction from the outset by promoting greater transparency, better organisation of information and a more efficient sale process.
At ILIA ETL GLOBAL, we advise companies, corporate groups and investors on acquisitions, disposals, investment transactions and corporate restructurings, providing multidisciplinary expertise in financial, tax, corporate and commercial matters. Proper preparation before launching a transaction can, in many cases, help reduce uncertainty, improve coordination between the parties and contribute to a more efficient sale process.
By Mario García, Mercedes Cano and Xavier Vilalta, professionals specialising in Corporate Law, M&A, Corporate Finance and Business Taxation.
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