Two way due diligence

In a cash-and-stock or all-stock acquisition, does due diligence take place one way or both ways?

This is a relevant question because not only are shareholders of the acquiring company acquiring shares of the target company, but shareholders of the target company are also acquiring shares of the acquiring company.

Take, for example, Foodpanda’s acquisition of Tastykhana in 2014. The source of this snippet, of course, is the brilliant Mint story about Foodpanda earlier this week.

Shachin Bharadwaj, founder of TastyKhana, a Pune-based start-up that Foodpanda acquired in November 2014. After spending two months inside the company, Bharadwaj was disturbed about the lack of processes and had uncovered several discrepancies—fake orders, fake restaurants, no automation, overdependence on open Excel sheets, which were prone to manipulation, and suspicion over contracts awarded to vendors.

“I know I am making allegations,” he told the people in the room. “All I am asking is that we do an independent audit.”

The others were not interested.

“The past is the past,” said Malhotra. “Let’s just resolve the differences and find a way forward for you and Rohit to work together.”

So Foodpanda acquired Tastykhana, and the Tastykhana founder (who became a Foodpanda employee) later found out that Foodpanda wasn’t the company he had assumed it was, and now owning shares of a company he had overestimated, he rightly felt shafted. It’s unlikely that due diligence happened “the other way” in this acquisition.

I had written on LinkedIn a while back about how employees accepting stock in a company that is hiring them are implicitly investing financially in the company, and that they need to be able to do due diligence before they make such an investment. Acquisition works in a similar way.

So I’m repeating myself yet again in this blog post, but is “reverse due diligence” (acquiree checking acquirer’s books) a standard practice in the M&A industry? Does this work differently in big company markets and in startups? Do acquirers get pissed off when acquirees want to do due diligence before getting acquired (when being paid in stock)?

Note that this doesn’t apply to all-cash deals.

Ratings and Regulations

So the S&P has finally bitten the bullet and downgraded US federal debt to AA+ from its forever rating as AAA. While this signals that according to the S&P US Treasuries are no longer the least-risky investments, what surprises me is the reaction of the markets.

So far, since the rating change was announced after US market hours on Friday evening, only one stock exchange has traded – the one in Saudi Arabia, and that has lost about 5%. While it can be argued that it is an extension of severe drops in the markets elsewhere in the second half of last week, at least a part of the drop can be explained by the US debt downgrade. Now, when markets elsewhere open tomorrow after the weekend, we can expect a similar bloodbath, with the biggest drop to be expected in the US markets.

Now, the whole purpose of ratings was supposed to be a quick indicator to lenders about credit risk of lending to a particular entity, and help them with marking up their loan rates appropriately. It was basically outsourcing and centralization of the creditworthiness process, so that each lender need not do the whole due diligence himself. You can argue in favour of ratings as a logical extension of Division of Labour. If lending is akin to making shoes, you can think of rating agencies analogous to leather tanners, to save each shoe maker the job of tanning the leather himself.

However, over the course of time, there have been two consequences. The first was dealt with sufficiently during the global crisis of 2008. That it is the debt issuer who pays for the ratings. It clearly points out to an agency problem, especially when the “debt issuers” were dodgy SPVs set up to create CDOs. The second is about ratings being brought into the regulatory ambit. The biggest culprit, if I’ve done my homework right, in this regard was the much-acclaimed Basel II norms for capital requirements in banking, which tied up capital requirements to the ratings of the loans that the banks had given out. This had disastrous consequences with respect to the mortgage crisis, but I’ll not touch upon that here.

What this rating-based regulation has done is to take away the wisdom of crowds in pricing the debt issued by a particular issuer. Normally, the way stock and bond prices work is by way of wisdom of crowds, since they represent the aggregate information possessed by all market participants. Different participants have different assumptions, and at each instant (or tick), they all come together in the form of one “market clearing price”.

In the absence of ratings, the cost of debt would be decided by the markets, with (figuratively) each participant doing his own analysis on the issuer’s creditworthiness and then deciding upon an interest yield that he is willing to accept to lend out to this issuer. Now, however, with ratings linked to capital requirements, the equation completely changes. If the rating of the debt increases, for the same amount of capital, the cap on the amount the banker can lend to this particular issuer jumps. And that means he is willing to accept a lower yield on the debt itself (think about it in terms of leverage).

Whereas in the absence of ratings, the full information known to all market participants would go into the price of debt, the presence of ratings and their role in regulation prevents all this information flowing out to the market in terms of the price of debt. And thus the actual health of the issuer cannot be logically determined by its bond price alone – which is a measure that is continuously updated (every tick, as we say it). And that prevents free flow of information, which results in gross mispricing, and large losses when mistakes are discovered.

I don’t have anything against ratings per se. I think they are a good mechanism for a lay investor to get an estimate of  the credit risk of lending to a particular issuer. What has made ratings dangerous, though, is its link to banking regulation. The sooner that gets dismantled the better it is to prevent future crises.

LinkedIn recos

LinkedIn in general is a useful site. It’s a good place to maintain an “online CV” and also track the careers of your peers and ex-peers and people you are interested in and people you are jealous of. If you are a headhunter, it is a good place to find heads to hunt, so that you can buzz them asking for their “current CTC; expected CTC; notice period” (that’s how most india-based headhunters work). It also helps you do “due diligence” (for a variety of reasons), and to even approximately figure out stuff like a person’s age, hometown, etc.

However, one thing that doesn’t make sense at all to me is the recommendations section. Point being that LinkedIn being a “formal” networking site, even a mildly negative sounding recommendation can cause much harm to a person’s career and so people don’t entertain them. Also, the formality of the site prevents one from writing cheesy recommendations – the thing that made orkut testimonials so much fun. And if you can’t be cheesy or be even mildly negative, you will be forced to write an extremely filtered recommendation.

Rhetorical question – have you ever seen a negative or even funny or even mildly unusual recommendation on LinkedIn? I haven’t, and I believe it’s for the reasons that I mentioned above. And if you think you are cool enough to write a nice recommendation for me, and that I’m cool enough to accept nice recommendations, I’m sure you and I have better places to bond than LinkedIn.

Anyway, so given that most recommendations on LinkedIn are filtered stuff, and are thus likely to be hiding much more than they reveal, isn’t it a wonder that people continue to write them, and ask for them? Isn’t it funny that “LinkedIn Experts” say that it’s an essential part of having a “good profile”? Isn’t it funny that some people will actually take these recommendations at face value?

I don’t really have an answer to this, and continue to be amazed that the market value for LinkedIn recommendations hasn’t plummetted. I must mention here that neither do I have any recommendations on LinkedIn nor have I written any. To those corporate whores who haven’t realized that LinkedIn Recommendations have no value, my sympathies.


Commenting on facebook, my junior from college Shrinivas recommends . Check it out for yourself. It seems like this cribbing about linkedin recommendations isn’t new. I realize I may be late, but then I’m latest.

Arranged Scissors 3 – Due Diligence

One of the most important parts of the arranged marriage process is due diligence. This is done at various levels.  First there is the parental due diligence – and the first thing that is done is to check if the counterparty’s parents and other close relatives are financially sound. Then there is a check run on the counterparty’s siblings and cousins – to make sure that moral fibre is of the highest quality. And last but not the least, there is personal DD, which is the most interesting.

Of particular interest is the counterparty’s past affairs. This wasn’t much in the limelight till about 10 years back when there was a case where a girl got her arranged fiance murdered since she wanted to marry her boyfriend. After that, people who had so far been in denial regarding people’s boyfriends and girlfriends woke up to the fact that they needed to check if the other party was single as claimed. Nowadays, people go great lengths in order to check this.

Last month I received a call from my friend who told me that one of his friends was “in the market” and was in the process of checking out an acquaintance of mine. So this friend asked me to do a background check on this acquaintance. And I called up one friend who called up another friend who confirmed that this girl was indeed very “decent” (at least that was the message I got- considering that there were two channels of communication before me, I don’t know what the actual message was) and I propagaed it (I promise I didn’t distort it).

Then, there is this uncle who is well-connected. Ok I’m digressing a bit – this is not about arranged marriage, but since we are on the topic of due diligence, this example deserves merit. So this uncle who is well connected wanted to do a background check on his daughter’s boyfriend. Not knowing any other common link, he did what he knew well – pulled strings. The boy used to work for a fairly large IT company and my uncle managed to get in touch with the boy’s HR director and got confidential character files pulled out in order to confirm that his daughter had indeed chosen a decent guy.

One other reason why due diligence may have in fact become easier is because now people post considerable amount of information online. A combination of orkut, facebook, linked-in, blog and twitter profiles is enough to determine enough about a person’s character, I think. And most people (at least in the market segment that I’m in) will have at least one of these. So all you need to do is to find someone who has access to this person’s orkut/facebook profiles and you are through. In fact, I’m planning to add my facebook, twitter, blog and linkedin links to my email signature when I write “expression of interest”/”expression of contact” mails (more about those mails in another post), thus saving the counterparty valuable time and money she might have otherwise spent on due diligence.

The problem with such widespread due diligence is that you need to keep people who you don’t like in your good books. Becauase due diligence works on a “no second chance” principle. Most people collect data from a number of sources. And if at least one of those sources says “indecent” then jai only. Death only are there for inherently unpopular people like me (i’ve recently discovered that I’m a hard person to like; and it takes people considerable effort to start liking me). The fact that I’ve one time or the other ended up pissing off at least half my extended family makes me wonder if I should exit this market and go back to the old-fashioned way of trying to find someone for myself by myself. That much said, I think I’ve applied enough maska on extended family members who I think are well-connected.

I think if this whole due diligence process gets documented well, then it could make for some interesting social network analysis. How does someone try to find someone who might know you? What is the average number of steps that one needs to follow in order to find someone who knows this counterparty? What kind of people are likely to be more involved in writing due diligence reports – people who are very well connected or the quiet types? Does an increased online presence have any effect on the amount of due diligence that various counterparties do?

I don’t know how one can find good data for this.


Arranged Scissors 1 – The Common Minimum Programme

Arranged Scissors 2