Vendor Due Diligence: Could It Catch On Here?

Previously published in Business Law Today

Duane Morris partner Lee J. Potter, Jr. of the firm's Corporate Practice Group in its New York office examines "vendor due diligence," an increasingly popular due diligence process utilized in prospective mergers and acquisitions transactions across Europe, particularly in auctions. Through the process, a seller, rather than a buyer, will hire financial, legal and/or tax and other advisors to review the relevant documentation of the target company. These advisors will then prepare drafts of written reports that will be provided to prospective buyers to review.

Potter details the advantages and disadvantages of vendor due diligence, and notes the major differences with the due diligence process used widely in the U.S. He also discusses its potential use in America, and examines how U.S. law firms should approach transactions in which vendor due diligence is used, in order to avoid costly liability concerns.