Sell-Side Due Diligence Process

What this video covers

• Why sell-side internal due diligence (DD) must be independent of management, and how tested projections differ from blindly accepted projections
• The precise division of labor between sourcing documents (seller, legal counsel, and auditors) and packaging documents (sell-side banker indexing the virtual data room)
• How the virtual data room (VDR) index creates a shield against post-closing nondisclosure claims, and why missing documents become future litigation
• When supplemental DD information must be distributed to all qualifying bidders rather than only the requesting party, to maintain a level auction playing field
• How access monitoring functions as competitive intelligence, revealing bidder priorities through folder-level activity tracking
• Why reverse DD focuses on closing certainty (ability and willingness to close) rather than price maximization, and what factors determine light versus heavy reverse DD depth
• The specific reverse DD checklists for financing certainty, regulatory risk (including Committee on Foreign Investment in the United States, or CFIUS), board approval, and buyer reputation