February 16, 2012

Using a Technical Expert for M&A Due Diligence

Traditionally, the basic skills required for merger & acquisition projects have been finance, accounting and marketing, but these backgrounds may not be adequate for a project which includes technical aspects.  Here are some of the questions you should ask when selecting an expert:

1) Do I really need a scientific or engineering consultant?
Are there scientific or engineering concepts, terms, and formulas involved with the project?  In such cases, it would make sense for you to engage a technical consultant who specializes in the particular area involved. The consultant can not only "translate" the terms and concepts for you, but more importantly, s/he can confirm that a product or process is - and does - what the developer says.
In addition, a technical consultant's knowledge can often provide you with an assessment of how your product or process compares with existing technology, and if patent claims associated with the project are technically valid and enforceable.
2) Do I have the right search criteria?
If you’re “out of your element”, it’s usually best to work with a consultant agency that has an experienced staff that can understand your needs and help you translate these into a better, more-defined set of criteria for your search.  This can save you tremendous time by conducting only one vs. multiple search campaigns.
3) Did I select the right technical expert?
Once your search criteria are defined, you can now better conduct your search, either on your own or with the help of an experienced staff.  An experienced staff can save you time and help you avoid the "wheel spinning" you often experience when you try to find a highly specialized expert on your own.  Remember, you’re not just looking for a person with a general knowledge, you’re probably looking for a very specific expertise and specialty, such as “a biochemist with microencapsulation expertise in …”, and you’ll need someone who has the technical skills and background to properly vet the candidates.
4) Can I work with this consultant?
Before you actually engage a consultant for your project, in addition to reviewing the person’s resume, you should talk directly to the prospective consultant about your project.  Most good consultants and consultant agencies will do this without charging a fee, since all parties want to be assured of a good fit on both the technical and relationship levels. 
5) How do I handle needing more than one type of technical expert?
If the technical areas are closely related, you may be able to find a single consultant who can handle both. If this isn't practicable, an agency with an experience technical staff that has a network of consultants with other technical expertise can help you assemble an interdisciplinary team if required.  Sourcing the team from one company is preferred, for reduced costs, alignment, and ease of management (by you), as well as for project administration.

For any due diligence work involving unfamiliar technology, the use of a technical consultant can be the difference between success and failure.  A professional consulting agency that has the technical experience to help you find the appropriate expert can be very helpful.  Just make sure you ask the right questions.  

Dr. Stanley Tocker, the author, is a member of CECON's technical staff and helped many M&A firms and other clients locate technical experts.