Due diligence is the process of thoroughly investigating a company before it can be sold. Although the process can be daunting and exhausting, ultimately due diligence is extremely valuable to both buyer and seller. The buyer gets to understand the business and protects itself from any hidden issues. The seller gets a better price for the business and protects itself (and that price) from litigation after closing.
But due diligence, like other things that are good for us – broccoli, brussels sprouts or whatever it is that your mother made you eat – often happens only after a great deal of nagging. Nagging coming, unfortunately, from business lawyers like me. I for one didn’t go to law school to become a nag. I want to help my clients achieve goals, and one of the most common goals is the sale of a company that will free the client to pursue other dreams.
So, in an effort to end the nagging, on behalf of your lawyers I offer business owners everywhere:
The Due Diligence Blues
The problem is all inside your head
Just talk with me
The process is easy if you
Take it logically
I’d like to help you in your struggle
To succeed
There must be fifty ways
To love your lawyer

I said it’s really not my habit
To intrude
Furthermore, I hope my meaning
Won’t be lost or misconstrued
But I’ll repeat myself
At the risk of being sued
There must be fifty ways
To love your lawyer
Fifty ways to love your lawyer
CHORUS:
You just send the contract, Jack
Read the whole plan, Stan
You don’t need to be coy, Roy
Just find the decree
This is due diligence, gents
You need to disclose loads
Just drop off the fee, Lee (attorney, that is)
And get yourself free.
While I am grateful for his music and inspiration, Paul Simon only gave us 5 of his 50 ways, so the first 10 readers who suggest another way to love your lawyer will receive their very own “Jim can dance, kazoo?” imprinted kazoo.
Suggestions can be about due diligence or any other aspect of the lawyer-client relationship where a little extra client cooperation would help the lawyer get the client a good result. Just post your suggestion as a comment on the blog or on my Facebook page, or email it to me at jthomas@minorbrown.com. You should email your mailing address to me so we keep that confidential (thinking like a lawyer again).




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