A Short 100-Question Diligence Checklist
thediff.co
thediff.co
The true title for this article should be, "A Turing test to see how risk-averse you are."
Then consider it a score out of 100
For example "Has a co-founder stepped down?". A single yes or no answer doesn't tell you much. But an answer like "Yes, we had two technical co-founders who fundamentally disagreed on technical strategy" should be explored. Why did the disagree? What was the ongoing impact?
They are more about probing questions to start a discussion.
Will going through the checklist for each investment mean you'll always be right? No.
But I think going through these questions as an exercise will help you understand what makes a good/attractive business which is a fundamental skill in investing.
This list is also full of useless questions that tell more about the potential investor than the actual company. For instance:
>>If the company succeeds, does everyone—employees, managers, founders, investors, suppliers, customers—get about what they deserve?
"What they deserve"??? Really? That says nothing about the company. That only tells you whether or not the company's reward scheme comports with your personal notion of fairness. It is more about politics than investment potential. But maybe that's what people want these days.
The reason to care about Founders is to see if they have skin in the game. Investors to see if you're going to make anything. Employees to see retention and hiring.
Still a bit sideways but perhaps worth thinking about anyway.
But it would still have warned about something like Bolt - the marginal hire will have received an insane strike price.
I think I might have misunderstood your original point.
Otherwise you're arguing against the concept of delegation, and there are several mountains of counterexamples were you to try.
You can't figure who to trust (even if you don't realize it, it's analogous to Gell-Mann Amnesia), you can't put the pieces together in your head.
>> Otherwise you're arguing against the concept of delegation, and there are several mountains of counterexamples were you to try.
Delegating works to get work done, not to understand things. There is almost zero history of institutionalizing good investment decision making (Sequoia might be a one generation counter). Guys like Buffett sit in a room all by themselves. Almost every example of investment outperformance through time is a singular brain or very small team. If delegating worked, this wouldn't (and couldn't) be the case.
I'll even go so far as to say if you can't understand something through someone else's expertise, you will not get very far in life.
If you're talking about fundamental analysis, you'd also be wrong, as my copy of A Random Walk Down Wall Street makes pretty clear. "Know a bunch of stuff about a company" is not a good investment strategy, or at least does not keep pace with well diversified index funds.
Jokes aside... or maybe no jokes, but alas, this seems an interesting way of assessing any company, even from the inside. Is this for real? Is it too much? Any blind spots?
And the better question: what do you think the list would be for the ten questions?
That list would be the section headings. The individual questions in each section are just drilling down on the details.
It's real enough, I've been involved in a few M&A and I'd say that there is always a reason why we've done it and that reason varies but focuses on a section of questions at a time.
Not all of these are always important. Sometimes you're acquiring the IP, or the customers, or the skilled people, or the exec team. Know what you're trying to acquire and why, as which questions matter to you will vary.
Like homework in school: nobody publishes your essays, they only want you to be able to write essays.
And then of course the answer itself is kind of irrelevant as long as you get the feeling that it gives you information, it's honest, it's not trying to cover up something, etc.
The most important part(s) of doing due diligence is that it has to be done and diligently by someone you trust. Outsourcing it to the subject of the whole process, and reducing it to checklists makes it 10/10 easy to game. It has to be done to the depth, detail, understanding necessary to have confidence.
That said checklists are very important to establish the possible areas for drilling down. But since time is always a premium it doesn't make sense to do everything just because it's on the list. (Hence your question of getting a shorter list.) But that list has to be tailored to the situation - as other comments noted.
And, obviously, this is why many people try to invest in things they know, and/or focus on areas they know. (And then fail if they ignore the tough questions that stresses them out, or forgot to diversify, or forgot to do reference class estimation and then class appropriate risk weighting. In other words the planning fallacy.)
The ten question subset would consist of things like: are business fundamentals sound, and is there a growth plan? is the existing leadership of quality to effect a step change over the next few years leading to exit, or will we need to bring in professional management? is the tech sound, secure and scalable (this is often least important)? is there regulatory exposure, and if so, how has that been addressed?
The real magic happens in the synthesis phase, where the information is synthesized to yield insight that informs the investment decision. Doing this part correctly is what separates those who really make it from those who don't (or just do okay/mediocre). Would love an article on this part (though no one would probably give this away for free). Most seem to place enough bets where they just get lucky.
If you aren't familiar with IS27001 or HiTrust you would be wise to get your IT leadership trained up as these are massive liabilities that PE does not want to take on when purchasing your company.
In the context of M&A or strategic investment, and considering the range of topics, 100 seems like a good starting point.
> How hard is it for employees to get promoted? > How hard is it for them to get fired?
What do you plan to take away from these questions? Would be more useful to atleast provide your good intentions on what you are looking for when asking.
In this case, those two questions tell someone a bunch of things: whether bad employees might stick around for a long time, whether good employees might want to leave for somewhere with better career prospects, whether there is good process in place to manage and accelerate employee career growth, whether management is doing their jobs right, whether there are wrong incentives or motivators (for example promotions tied to performance alone which incentivizes accomplishing empty goals that promote politically-savvy employees and leave the company hollow).
Famously toxic companies have processes designed to use fear and politics to keep employees so worried about their jobs that they can barely do them, much less contribute to the improvement of the company. Those companies can still survive and give good returns, but they have to trade on market power, and on a personal note they're often unethical.
- Are we a net benefit to the poorest of our customers?
- Do we create pro-social interactions by default?
- At maximum scale do the incentives of our shareholders, employees and customers align?
- Are we thinking holistically about possible externalities?
- What are the second and third order effects of our success on the broader society
- Are we intentionally skirting or exploiting gaps or absences in democratically run communities in order to gain market share?
etc...
I've been on the receiving end of a very intrusive one, and it was essentially an arduous multi-week long audit. (IIRC four weeks of evidence collection, followed by ~8 days of intensive interviews.) With the main difference to audits being that on the requesting side, there was someone who actually understood how security, human processes and business all intersect.
7 audits in one year was a bit much.
The cooperative group think can be ... absolutely terrible, and having someone who is delivery to this level of scrutiny in a check-list style is probably the best I've seen in a long time.
but I hope "What do people on Glassdoor say?" is a metaphor, not actual recommendation.
Glassdoor's business concept is at odds with it's integrity. Glassdoor takes negative reviews down if companies request it. Bad companies always do.
> short
wut
listen, this is a good checklist and I respect the DD that would happen if you followed, but it ain't short...