Due Diligence and Investee Performance

• Author: Simona Zambelli,Douglas Cumming
• Date: 01 March 2017
• Published date: 01 March 2017
• DOI: http://doi.org/10.1111/eufm.12100

Due Diligence and Investee

Performance

Douglas Cumming

Professor and Ontario Research Chair, York University, Schulich School of Business, 4700 Keele

Street, Toronto, Ontario M3J 1P3, Canada

E-mail: Douglas.Cumming@gmail.com

Simona Zambelli

Associate Professor, University of Bologna, School of Economics, Management and Statistics, Piazzale

della Vittoria, 15, 47100, Forl



ı, Italy

E-mail: simona.zambelli@unibo.it

Abstract

We estimate the economic value of due diligence (DD) in the context of private

equity by investigating the relationship between DD and investee performance,

while controlling for endogeneity. With the adoption of a novel dataset, we f‌ind

evidence highly consistent with the view that a thorough DD is associated with

improved investee performance. We also distinguish the role of different types of

DD and show that the DD performed by fund managers has a more pronounced

impact on performance. Instead, the DD mainly performed by external agents, i.e.,

consultants, lawyers and accountants, gives rise to puzzling results and imperfect

matching.

Keywords: due diligence, governance, performance, private equity

JEL classification:G23, G24, G28

The authors would like to thank the Editor, John Doukas, three anonymous referees, and

the participants at York University seminar series (March 2013, Toronto, Canada), the 2013

IFABS Conference (June 2013, Nottingham, UK), the 2014 EFMA Conference (June 2014,

Rome, Italy), Paris Financial Management Conference (December 2015, Paris), 4

th

European Business Research Conference (April 2015, London), Annual Paris Economics,

Finance and Business Conference (April 2016), as well as Pierpaolo Pattitoni, Jeffrey

James Austin, Steven Balaban, Mohammad Hoque, Ali Mohammadi, Feng Zhan, Silvia

Pazzi and Matteo Lippi Bruni for comments and suggestions. Simona Zambelli owes

special thanks to the Fondazione Cariplo (Milan) for financial support, as well as to Rocco

Corigliano and Roberto Tasca for support and suggestions. Douglas Cumming owes thanks

to the Social Sciences and Humanities Research Council of Canada for financial support.

European Financial Management, Vol. 23, No. 2, 2017, 211–253

doi: 10.1111/eufm.12100

© 2016 John Wiley & Sons, Ltd.

‘What we hope ever to do with ease, we must learn f‌irst to do with diligence’.

Samuel Johnson (Boswell, 1994. Life of Johnson, Volume 1, 1709–1765)

1. Introduction

This study aims at empirically investigating the determinants and economic value of due

diligence (DD) in the context of private equity (PE) f‌inancing, as well as the impact of

different types of DD (e.g., internal vs. external) on f‌irm performance. Despite the

emphasis placed on the importance of DD by various industry guides and venture capital

associations (e.g., the European Venture Capital Association, the National Venture

Capital Association, and the Canadian Venture Capital Association), very few academic

studies have investigated its eff‌icacy and economic value.

1

Research in entrepreneurial f‌inance has stressed the importance of DD, but

primarily from a theoretical perspective (Yung, 2009). While empirical studies to date

have emphasised the importance of investor characteristics, reputation and cultural

differences among venture capital (VC) and private equity(PE) intermediaries

(Casamatta and Haritchaba let, 2007; Caselli et al., 2013; Das et al., 2010; Masulis and

Nahata, 2009, Nahata, 2008; Nahata et al., 2014; Sevilir, 2010), no empirical studies

have formally examined the economic value and impact of DD. Related research in

corporate f‌inance (Li and Prabhala, 2006) and entrepreneurial f‌inance (Bengtsson and

Hsu, 2012; Sorensen, 2007;Yung, 2009) has focused on selection models. However,

there have been no empirical studies examining the f‌inancial importance of selection

and matching investors and investees in a PE setting. Also, little evidence exists on

how such screening takes place and who exactly carries out DD.In this paper, we

provide some of the f‌irst evidenceon screening by empirically investigating the

determinants and the economic value of the DD in the context of private equity (PE)

f‌inancing. Moreover, we provide a novel look at the impact of different types of DD

(e.g., internal vs. external) on f‌irm performance. We compare the role of lawyers,

accountants and consultants carrying out DD to assesswhether there are agency costs

associated with delegating DD.

As highlighted by Brown et al. (2008, 2009, 2012), DD is crucial for hedge fund and

other types of alternative investments, including but not limited to PE f‌inancing.

Likewise, we would expect that DD is particularly important in PE f‌inancing

where value-added fund managers are actively involved in the governance and

management of their portfolio companies (Casamatta, 2003; Gompers and Lerner, 1999;

1

For the purpose of this paper, we adopt the term ‘private equity’to refer to the later stage

f‌inancing of existing f‌irms, in line with the def‌inition provided by the Italian Venture Capital

Association (AIFI), Capizzi (2004), and Heed (2010), among others. This def‌inition, which

differs from the one typically adopted in USA (see, e.g., Gompers and Lerner, 1999),

excludes the funding of start-up and early stage f‌irms (venture capital investments) and

includes: a) development or expansion f‌inancing, b) leveraged buyout (LBO) deals, and c)

replacement and turnaround f‌inancing (see, e.g., Zambelli, 2010; 2014). Historically, the PE

sector has dominated the Italian alternative f‌inancing industry, while early stage investments

have always represented a minority (see AIFI Statistics Reports from 1999 onwards, Caselli

et al., 2013).

© 2016 John Wiley & Sons, Ltd.

212 Douglas Cumming and Simona Zambelli

Gorman and Sahlman, 1989; Inderst and Muller, 2004; Ivanov and Xie, 2010;

Yung, 2009). Also, private equity funds are generally not well diversif‌ied and, as such,

fund managers take extra care to mitigate idiosyncratic risks (Altintig et al., 2013;

Kanniainen and Keuschnigg, 2003, 2004; Knill, 2009; Nahata, 2008; Nahata et al., 2014;

Nielsen, 2008, 2010; Wang and Wang, 2011, 2012).

In the context of our analysis, due diligence refers to the investigation process of a

prospective investment in a particular target f‌irm by PE investors (hereafter venture

capitalists, or VCs). Due diligence involves a thorough assessment of a number of

factors, e.g., management skills, target industry and competitors, project opportunity,

f‌inancial forecasts and strategic f‌it with the fund portfolio companies (Camp, 2002), as

well as operational and f‌inancial risk (Brown et al., 2008). This evaluation process may

be performed mainly internally by PE fund managers themselves (‘internal DD’)or

mainly externally by strategic and f‌inancial consultants, or law and accountancy f‌irms

(‘external DD’).

2

A rigorous DD is costly and takes time. Expenses for DD include direct costs of paying

for information pertaining to the investee, legal costs for background checks, and the

value of time spent on the DD. Indirect costs of DD include the potential lost opportunity

in terms of the investee walking away from the deal or getting f‌inancing elsewhere.

Indirect costs likewise include opportunity costs on time not spent considering other

potential projects, or time not spent on adding value to other f‌irms in a fund’s portfolio.

Considering the costs, time and effort involved, important research questions are: a) How

worth it is the time spent on implementing it? b) Would it be better to save time and

delegate this investigation process to external agents (e.g., strategic consultants, law

f‌irms or accountants)? As highlighted by Camp (2002), the main reason underlying such

deep investigation of prospective investments in target companies is that, by doing so,

VCs hope to make better investment decisions, and thereby enhance the returns on their

overall portfolios. However, considering the direct and indirect costs involved, PE

investors may be tempted to rush the DD process or to delegate it to external agents and it

is not exactly clear as to whether or not additional DD is worth it in terms of performance

payoffs.

Despite the existence of a vast literature on selection criteria (for a recent review see,

e.g., Alemany and Villanueva, 2014), no prior study has empirically investigated the

economic value of DD and its eff‌icacy with reference to how much the investment in DD

pays in terms of obtaining better future performance from the investee. The importance

and the costs of DD for PE funds have been examined solely from a theoretical

perspective by Yung (2009), who argues that DD facilitates matching and mitigates

adverse selection problems. To the best of our knowledge no prior study has empirically

examined the relationship between PE due diligence and investment performance.

Partial exceptions are Wangerin (2015), who analyzes the DD in the context of M&A

transactions, Brown et al. (2008), who investigated the role of DD solely for hedge funds,

2

For the purpose of this study, when we use the terms ‘internal’or ‘external’DD we refer to

the agents (internal or external) who performed the majority of the DD process (not the entire

process). These activities are not mutually exclusive and may act as complements. For

example, an ‘internal’DD refers to a situation in which the majority of the DD is performed

by the PE investor internally and it is possible that a small part of this activity (e.g., the legal

DD) is delegated externally (see Table 1 for more details).

© 2016 John Wiley & Sons, Ltd.

Due Diligence and Investee Performance213