Saturday, February 4, 2012

Startup Due Diligence Is Not a Mysterious Black Art

After you have successfully attracted angels or venture capital with your business case, your million dollar product idea, and you have a signed term sheet, there is still one more hurdle to overcome before investors write the check. This is the dreaded “due diligence” process.

For no good reason, this process seems shrouded in mystery, when in fact it is nothing more than a final integrity check on all aspects of your business model, team, product, customers, and plan. In my view, understanding due diligence can only improve information flow, and leads to a better long-term partnership with your investor.

Remember that up to this point, the investor has primarily seen and talked to the founder and CEO, and studied written documents. Before smart investors write a check, they, or a trusted consultant, will want to meet and talk with your key team members, several customers, and evaluate the real product. If results don’t match what they have been told, all bets are off.

This is where they find out if your team is all behind you, your customers are truly excited, your product is ready to ship, and there aren’t any skeletons in the closet. All private equity groups go about due diligence in their own way, but there are a few key areas of focus that entrepreneurs should always expect:

  • Team strength and health. For small teams, every team member will likely be interviewed. Investors are looking for your depth of talent, loyalty and commitment, strengths and weaknesses, teamwork, and management style. A dysfunctional team, or even one naysayer in a critical position can stall your investment.
  • Product or service readiness. Technical due diligence typically starts with a full one or two day review with the engineering and product marketing staff. Investors are evaluating your process as well as your product. The goal is to feel 100% confident that the product has the features and quality you assert, and the team and process to keep it true in the future. Finally, they need to validate intellectual property protections and status.
  • Market need and size validation. A good investor can do a lot to help a company, but can't make customers buy products. Investors will likely talk to dozens of potential customers, starting with your reference list (undoubtedly well prepped). They will also speak to technical leaders and industry contacts where they have prior relationships. No validated pain, no deal.

  • Sustainable competitive advantage. The kiss of death is for investors to find unanticipated competition you neglected to mention. They try to confirm from industry analysts that your differentiators are indeed unique, and that there are no future competitors or big gorillas in stealth mode just around the corner.
  • Business and financial status. How well have you met previous financial and business milestones? Investors will validate pre-existing investments and stock ownership to create an accurate market capitalization sheet for your company. Founders with bad credit, active lawsuits, or recent bankruptcies dramatically increase the risk.

As you go through the due diligence process, there are some practical tips to keep in mind. First, be proactive in asking if you have answered all the key questions, and ask how you compare to others. Get to the truth early. Waste no time. Use the feedback to strengthen your presentation and your company.

Secondly, conduct your own due diligence of the investor. This process is the foundation for the long term partnership, so both sides need the same level of comfort and trust. The investor relationship is akin to marriage. It’s nice to have a little mystery in your marriage, but you better understand each other on the fundamentals.

Marty Zwilling




  1. Thanks Marty. Good sense and well summarized.

  2. Being proactive is the key to everything, in my opinion. Thanks for sharing this useful post Marty! :)

  3. This is a valuable post -- I hear a lot about snagging investors, but I don't often see this next step addressed. Of course, hopefully as a small business owner you're doing all of this on your own anyway, so it should be a piece of cake to reproduce it for your investors!

  4. If you use due diligence services, what kind of responsibility do companies providing due diligence services have?

  5. Thanks for providing such useful information. I really appreciate your professional approach.
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  6. Thank you for sharing all this information about attracting investors. I think a lot of start-ups will tend to discount the importance of having a strong backer to lend you that extra bit of finance to get your business ahead and you're right that we need to be more careful about what we present and predict when it comes to trust and confidence of both partners.