David S. Rose, the CEO of Gust and Founder of the New York Angels defines Due Diligence in his book, Angel Investing – The Gust GUIDE TO Making Money and Having Fun Investing in Startups. The careful investigation into a company prior to making an investment.
This definition provides the essence of the subject. But, that’s just the beginning of a long journey undertaken by the entrepreneur!
As I note experienced entrepreneurs recognize that they are preparing for investor scrutiny from the very beginning, even at the concept stage. They establish a due diligence checklist that supports the development and growth of an investable company.
In order to begin that process, the entrepreneur must know what the investors will request and the reasons they are requesting it.
Basic Due Diligence Checklist Requirements:
Investor Pitch Documents.
Investors will be qualifying the entrepreneur and their startup from the initial point of interaction. As a result, the entrepreneur who will be seeking investment should have a prepared one-liner pitch and executive summary available as soon as they realize outside funding will be sought. Presentation materials the entrepreneur should develop include their pitch deck and their business canvas or business plan.
2. Organizational Documents.
Investors will check the validity of the company by confirming all government filings, such as Articles of Organization / Incorporation, Applications for Employer Identification Numbers, Authorizations to Operate, Assumed Names Requests and Annual Reports have been filed. Startup documents such as Founders and Operating Agreements, Subscription, Shareholders Rights and Convertible Note Purchase Agreements, if applicable, may also be requested. Finally, it is typical for the investor to request various stakeholder tables such as Tables of Shareholders, Option Holders, Warrant Holders, and Debt Holders as well as relevant contact information.
3. Management & Organization Information.
Understanding the company’s structure, its team and its ability to execute is important to investors so they will typically request structural documents such as employee listings, organizational charts, and lists of advisory and board members. Bios and resumes for key players are typically requested as well. Finally, Employment Agreements including NDAs, Non-competes, Non-solicitation and Invention Assignment Agreements should be available on request.
4. Board of Directors.
In addition to a listing of the members of the Board of Directors, their bios and their contact information, investors will desire to review the minutes of previous Board meetings.
5. Contact information.
As previously mentioned, contact information will be requested for all key players in management, the Board of Advisors and the Board of Directors.
6. Intellectual Property.
Intellectual property includes all documents related to Patents and know-how, Trademarks, Copyrights, and Logos. The appropriated filings and confirmations from the governing agency responsible for the activity are also likely to be requested.
7. Development Plan.
In order to understand the company’s strategic approach, investors will want to review various planning documents including Financial Plans, Marketing Plans, Sales Plans, and Technology Plans.
Part two will continue soon. Comment or leave your suggestions