Vendor due diligence and vendor assistance services

When selling your business, a reliable and professional vendor due diligence (VDD) or vendor assistance service can help to maximise its value and minimise the risks.
What is vendor due diligence?
Selling a company can be highly demanding and time-consuming for owner managers. It places a significant strain on the company’s resources.
Nearly every M&A process involves due diligence, with potential buyers performing an in-depth assessment of the business’s financial robustness and commercial potential. Management and finance teams must respond to the preferred bidder’s due diligence enquiries, resolving comprehensive requests for financial, commercial, IT, legal, and HR information – all while still managing day-to-day operations.
Rather than allow the bidder to lead the due diligence process, a seller can undertake vendor due diligence (VDD). They hire an adviser to prepare a financial and tax review. The VDD report is presented initially to the seller and later shared with potential buyers.
VDD benefits
Sellers using our VDD service maintain full control over the type and scope of information disclosed to potential investors. It can bring several benefits to vendors during the sales process:
- Early identification of key issues allows the sell-side to eliminate or mitigate these before disclosure to bidders and present identified risks in the best light
- Early and thorough identification of adjustments to EBITDA and working capital maximises exit value
- It allows more investors to participate in the negotiation process, improving the sell-side’s bargaining position
- It can save time and resources, reducing demands on financial and accounting personnel, with a single due diligence process instead of a separate one for each investor
- It may accelerate the transaction’s completion
VDD vs vendor assistance
Instead of vendor due diligence, sellers can opt for a vendor assistance report. The report is a lighter review covering much of the scope of a VDD but at a higher level and typically a lower cost. The lighter touch work for a vendor assistance report means that no duty of care is accepted to the ultimate purchaser of the business.
For vendor assistance or VDD, S&W’s team of experienced and qualified experts provides comprehensive and flexible services tailored to your specific needs and objectives.
As a founding member of CLA Global Limited (CLA Global), we provide a truly international service. S&W can help you navigate cross-border tax and regulatory issues arising in your deal and provide access to its in-house specialist teams in areas such as business tax, employee benefits, digital services and pensions.
Get in touch
Make sure you’re going in with your eyes open. Speak to our due diligence services team today for the insights you need to make your deal a success.

Frequently asked questions about vendor due diligence
What is the typical scope of a VDD report?
The scope of each report is tailored to the company being reviewed and agreed between the VDD provider and vendor, but it typically covers the following:
- Historical and projected financial performance
- Working capital requirements and cash flows
- Tax liabilities and opportunities
- Operational and strategic risks
- Assets and earnings quality
- The internal control environment and accounting policies
Who is the VDD report addressed to?
The report is initially addressed to the vendor. It is then made available to an agreed list of potential purchasers on a no-reliance basis. However, the ultimate purchaser of the target business can normally rely on the report through an assumption of duty letter.
How can potential buyers be comfortable that the VDD is independent?
The ultimate purchaser can rely on the report through the assumption of duty letter. Consequently, the VDD must be prepared with the purchaser in mind, and it would not be in the preparing firm’s interest to play down any issues identified.
Will buyers do their own due diligence?
Buyers will use the VDD report as the basis of their own due diligence. They could hire advisers who may read the VDD report and offer their interpretation or possibly do top-up work. Even in this case, the VDD report will save them (and consequently the seller’s management) considerable time and effort.