Startup Due Diligence for Investors – Best Practices & Checklists

What is Due Diligence?

‘Due diligence’ sounds awfully serious.

When it came into use in the mid-fifteenth century, it simply meant ‘reasonable care’. It became a specialised legal/business term in the 1930s when the US government passed a law to ensure that securities brokers disclosed sufficient information when selling to investors.

It is now used as a general term for the process of verifying information.

The level of due diligence required and the level of due diligence possible varies depending on the information being checked. Naturally, a high-level corporate merger would require extensive due diligence.

When it comes to investor due diligence on early-stage companies and startups, the due diligence need not be overly laborious. It is necessary but should not be daunting, even if it’s your first investment of this kind.

So, for the remainder of the post, I shall refer to it as DD. It’s less daunting that way. (And easier to type!)

Why is due diligence different for early stage companies?

Any sort of institutional or corporate investment requires sophisticated and extensive DD.

Investment institutions tend to invest in companies who are well past the proof-of-concept and early growth stages. As such, they can examine substantive data in their assessment and check its validity. They also need to check it so that they can justify the investment to their own shareholders.

It’s only when a company has achieved a certain level of tangible traction that you can reasonably run analytics on it in the hope of predicting the eventual outcome and the risks involved. The later stage the company, the more data, the more due diligence, the more predictable the outcome.

Early-stage companies accepting investment from private investors tend to have less tangible evidence available for checking because the company simply hasn’t been operating long enough. This means that the checks an angel investor carries out are mostly formulaic.

Due diligence at the level of early-stage investments is predominantly about checking the claims of the company in their documents.

This does not mean you should carry out minimal DD. Evidence suggests that investors who spend longer on DD get higher returns (UKBAA research has shown that at least 20 hours due diligence has a positive impact on the likelihood of a multiple investment return (Siding with Angels; Robert Wiltbank, Nesta-UKBAA)).

Correlation or causation, it doesn’t really matter. You should carry out thorough due diligence.

But the point is that it is not a complicated process. People making their first skirmishes into angel investments are sometimes put off by the idea of DD. They think that they don’t have sufficient experience to do it properly and as a result, they’ll be throwing away money.

They think like this because they have the expectation that their DD ought to be as rigorous and detailed as that carried out by a private equity firm, for example.

But this is an unfortunate belief. It’s naïve to think that the same level of DD should be carried out – there is not enough information on early-stage companies. Because they are early-stage!

If there was more information to check, then the investment would probably not be open to private investors. Nor would the opportunity for the huge returns possible for early-stage investors be available because the risk quotient would be so much reduced.

It’s important to remember the reasons why we choose to invest in early-stage companies:

  • We want to bring our experience and network to bear so that we have an active role in helping the company grow and succeed.
  • We want to take a calculated risk to help a team of founders we believe in to achieve something cool.
  • And in so doing, we want to make a good return on our investment.

The early stage means that we have the opportunity for all those things but, naturally, the risk is larger. Proper due diligence is your armour against this risk.

due diligence

Is there an optimum way to carry out due diligence?

DD research can be divided into six principal sections as set out in the following section.

But how should you approach them?

It’s simple enough to work systematically through each, but this can be time-consuming and, human as we are, we are all prone to mistakes and oversights.

It can make the process less burdensome and pressured if undertaken with one or more investment partners. You can divide the labour, check each other’s research and discuss to form an opinion.

If you then all decide to invest, it can make the process even more enjoyable and less pressured.

What DD should you carry out on early-stage companies?

Your DD should cover six main areas (I have written a downloadable checklist for each):

1. Team & Management

Early stage investment is often said to be in people rather businesses. This is because it’s the execution that counts…

This checklist will help you form an impression of whether you think the team has what it takes to execute.

Download checklist

2. The Business

Do you believe in the idea?

This checklist will help you work that out.

Download checklist

3. The Market

Market research is the process of finding out information about demand, trends, size and competition in the target market. It’s an important process for gauging sales volume, pricing and ultimately whether there is sufficient opportunity to develop an idea into a lucrative business. Entrepreneurs will present you with certain claims about their market – your DD should aim to verify their claims.

This checklist will help you decide whether the company has identified a viable market opportunity.

Download checklist

4. The Technology/Product (if applicable)

The team is often considered more important than the starting product. But it’s still essential to check the product is a great solution. A great team with a great product ticks a lot of boxes!

This checklist will help you assess the tech.

Download checklist

5. Finance & Tax

When entering into an investment agreement, you need to be aware of any information that may increase or decrease the risks involved. Financial DD ensures that you are aware of all the existing assets and liabilities.

This checklist will help you assess the company’s position.

Download checklist

6. Legal

It’s a good idea to send a legal enquiries check sheet to any company you are interested in. Use this template drawn up by Tony Littner at Harbottle & Lewis LLP, Jon Gill at Eversheds LLP and Sandy Finlayson at MBM Commercial LLP for the UK Business Angels Association. (If you’re looking at a company based outside the UK, it should work for you too.)

Download legal letter checklist template

Summary

These checklists are in no way exhaustive. Your DD questions will vary according to the type of business you are evaluating. But these should serve as a useful starting point. And they should indicate the level of due diligence required for these types of investments.

*Thanks to the UKBAA whose own due diligence checklists were the inspiration for this article.

How to perform due diligence on your investors

Why is due diligence important?

Strict due diligence was not always necessary.

In the past, if you wanted to find investment for your business, your options were closely tied to the reach of your personal network.

This had the following consequences:

On the one hand, any investor you were introduced would most likely have come from a referral you trusted. As a result, trusting the prospective investor and their credentials was relatively easy. Most of the due diligence was accomplished via the intimacy of the referral.

On the other hand, your reach would have been limited to your network. And as a result, many businesses would have failed to find funding because their entrepreneurs weren’t linked to any ‘Old Boys’ Club’ or similar.

due diligence old boys' club

Today, the rise of networking and connection sites like LinkedIn and more specifically, Angel Investment Network, means that you can now access investors from all over the world. Investors whose network would never have overlapped with yours.

This democratisation of access means that more and more people are receiving investment, irrespective of background. This is, of course, great news (though there is still much work to be done).

However, this brings its own dangers.

Entrepreneurs looking for funding are often in a vulnerable state. They have invested time, effort, passion and resources into a project, but they need financial support to take it further. As a result, they can be overeager to accept funding from wherever it is offered which can be a bad idea.

This is where simple due diligence work can help entrepreneurs to easily avoid the pitfalls of scammers and con-artists.

What is due diligence?

Due diligence is the general term used to describe any background check on a company or individual to see if they are legitimate and suitable to do business with.

Basically, in the case of angel investment, it’s checking that an investor is who they say they are and can help you in the ways they suggest they can.

This process starts, in a loose sense, from the moment you connect with a prospective investor as that’s when you start forming an impression of them. But you only need to formalise the process when you are sure they are interested.

In this sense, due diligence is a complementary part of investor relations.

You don’t then need to carry out full due diligence on every investor you speak to. But, when the relationship progresses to the point of meeting and discussing deal terms, then it’s a good idea to make sure you know exactly who you’re dealing with.

How do I perform due diligence on investors?

1. Talk to the investor

It is a good idea to be upfront and tell the investor that you want to research them.

This is such a simple course of action. But too many entrepreneurs are afraid of annoying their investor leads and scaring them away.

A good investor will not only understand why you want to check but will be reassured that you want to. It shows that you are diligent and professional.

Remember, they want to trust you too if they are going to invest in your company!

You can tell a lot from an investor’s reaction to this. If they help you in your research, then you’re onto a winner. They should provide you with links to their online profiles and emails addresses for people they have worked with.

If they are not happy with your desire to investigate them, it suggests they may have something to hide. A red flag for sure!

2. Conduct basic research online

A lot of investors will have websites, blogs, and profiles on sites like LinkedIn, Facebook and Twitter. They may be found in articles or have written articles themselves. These can all be found easily on Google.

due diligence power of google

Of course, a digital presence is more likely in different parts of the world and depends to some extent on the age demographic of the investor. So, you should factor this in.

3. Examine their business and financial status

You should ask the investor and anyone s/he puts you in touch with about their industry experience and about any previous investments. This will give you an idea of their authenticity as an investor and how useful they could be for you beyond simply financial help.

You will also want to find out where their funds are coming from – money from offshore accounts should be avoided unless they can give very good reasons (which you can verify with a lawyer).

You should also do a routine credit and criminal check.

4. Speak to any entrepreneurs the investor has worked with

A legitimate investor will let you which companies they have been/are involved with, and will give you a way to contact them. So, make sure you ask!

However, you may also want to do some research and approach people not referred by the investor.

You should dig into what the investor is like to work with and whether there were disagreements, and if so, whether/how they were resolved.

Try to do this in person as you’ll get a more detailed response. (Obviously, this won’t always be possible.)

5. Speak to other investors or brokers

If you can, speak to other investors (whether they have invested in your business or not). Ask them for a second opinion on your prospective investor.

Sometimes their reputation (good or bad) precedes them and other investors/brokers on the scene may be able to give you some useful insights.

due diligence good or bad (1)

6. Avoid upfront fees

Another major warning sign is if an investor asks for upfront fees before they invest. Fake investors will come up with all sorts of plausible reasons for the fee. These should be ignored without exception.

At Angel Investment Network, we constantly try to reiterate this to entrepreneurs on our platform:

No genuine investor will charge an upfront fee.

Conclusion:

While the danger is real, awareness of the information in this article and others like it, should provide every entrepreneur with a framework for spotting an investor who is not genuine.

They will, therefore, be able to process the situation rationally and to not act hastily in desperation to close their funding round.

There is a world of possibility out there for entrepreneurs. If it is treated with respect and due caution, it will yield its rewards.

Acknowledgement for this blog:

We’ve been selected by Feedspot in the Top 5 Angel Investment blogs

Angel Investor Blogs

Startup Investment – How do you get good deal flow?

Investors are all looking for a startup investment they believe will be successful. That much is self-evident. Of course, some investors will be looking to invest in companies in which they are interested or experienced. But ultimately, everyone is linked by the shared ambition to back winners.

So that begs the question – How do you pick a winner?

Pick an investment winner

The answer to this comes in three parts: the first is to do with Deal Flow and will be discussed in this post; the second concerns Deal Evaluation which was discussed in a previous post; and the third part is to do with Due Diligence, which will be covered at a later date.

Deal Flow:

One of the most important factors in successfully picking a winner is to have a large and varied number of deals to choose from. Naturally, the more deals you can get eyes on, the more astute you will be when it comes to picking good ones to invest in. That statement comes with a slight caveat – the deals you view have to be of a reasonable quality for you to learn anything valuable.

So where can you find a constant stream of deals of reasonable to high quality?

Network, Contacts & Friends:

The traditional way to do this is through your contacts. If you’re acquainted with people in the startup/investment community, whether they be entrepreneurs or investors, it’s highly likely that they’ll send deals your way. Especially if you ask them. (Silicon Valley in the US is basically fuelled by referrals).

The more you get involved in conversations the more you’ll be included in further conversations. For instance, if a friend or investment broker, sends you a deal, even if you know you’re not going to invest this time around (for whatever reason), it’s still worth responding to them and thereby keep the conversation open by demonstrating your continued interest and engagement.

Many of our investors on Angel Investment Network say that carrying out Due Diligence on companies vastly increased their networks by the simple virtue of having conversations with the right people (even if most were via email!); and as a result, they all started coming across increasingly better opportunities.

In other words, the more you build and nurture your network within this sector, the more you will be exposed to better investment opportunities.

Angel Investment Sites:

Using your network, as set out above, is the traditional way, but it still holds just as true. However, since the digital networking boom with the rise of sites like LinkedIn, it has become easier to broaden your professional network in less ‘organic’ ways. You no longer have to know someone to know them.

It is now easier than ever to expose yourself to quality investment deals and startup contacts online, and in so doing expand your personal network as never before. And you are, no doubt, aware of this as you browse this content on a site called Angel Investment Network!

Further to this, when you actually invest in a startup not only are you casting yourself in a very positive light to the company you invest in, but also to whoever was involved in brokering the deal, other investors you spoke to during your Due Diligence and to friends of the company you invested in. Once you’ve done this, you can guarantee that an increasing number of deals will come your way a) from the fact that you’ve expanded your network in the right way and b) from the fact that people know your serious and not a time waster.

Paul Graham says the following in support of this in a talk he gave at AngelConf in 2009 called ‘How to be an Angel Investor’;

“The best way to get lots of referrals is to invest in startups. No matter how smart and nice you seem, insiders will be reluctant to send you referrals until you’ve proven yourself by doing a couple investments. Some smart, nice guys turn out to be flaky, high-maintenance investors. But once you prove yourself as a good investor, the deal flow, as they call it, will increase rapidly in both quality and quantity.”

(Paul Graham is the guy who founded Viaweb (the first SaaS company) which was acquired by Yahoo in 1998 for a reported $49million. He then founded Y Combinator which has funded over 1000 startups since 2005, including Dropbox, Airbnb, Stripe, and Reddit. So he knows a thing or two about this.)

Startup Pitching & Networking Events:

The final string to your bow when it comes to receiving good deal flow is, of course, networking and pitching events. At these events, you’ll be able to both see deals pitched directly to you and to discuss them and network with other investors and entrepreneurs. You can learn a great deal and expand your network over complimentary drinks and nibbles.

There are tonnes of these events especially in startup-focused cities. We hold a pitching and networking event biannually. For information please send a quick email to info@angelinvestmentnetwork.co.uk.

Summary:

Ultimately, it all comes down to expanding your network and maintaining positive conversations with people in the industry. To recap the best ways to do this are:

– Startup events

– Angel Networking sites

– Investing

And in all cases, it’s the value of the interactions you make that will dictate the positive influence on your network and concomitantly, the standard and consistency of deal flow that gets referred to you.