Devil’s Due Diligence: Why your ignorance is not bliss!


toonvectors-11113Congratulations! Felicitaciones! Mazel Tov! Gratulerer! You have been offered a new job! What a relief it’s been since your prospective employer has been putting you through the meat grinder for months. You’ve had a string of interviews that have left you exhausted and nearly breathless given you’ve been nearly holding your breath and sitting ridged on the edge of your seat for hours weathering the interrogations. You’ve had your background, finances, credit, psychology and nearly every nook and cranny examined; you’d swear it was really a visit to the proctologist! These folks certainly know a whole lot about you but what do you really know about them? What sort of due diligence have you done on this prospective employer?

Generally, due diligence refers to the care a reasonable person should take before entering into an agreement or a transaction with another party. Sure, you’ve probably looked at the company’s shiny website that is clad in effervescent accolades. You have probably enlisted the assistance of your favorite search engine and don’t really find much that interests you or concerns you much. Given the lack of something succulent or salacious, everything seems to be alright with your prospective employer. While your life has been pretty transparent up to this point, what about the corporations transparency in this deal? So, when comparing an employment opportunity to a marriage proposal, if you knew your prospective bride was really a homicidal maniac, would you still marry her?

One thing I’ve learned in life in general is that you cannot believe everything you read or hear and no, everything in social media is not true! A gold nugget I learned in law school is that a legal settlement by design is not public knowledge. So let’s say for discussion purposes we are going to compare and contrast your life to that of a corporation. As a theoretical example, let’s say I’ve gotten a few speeding tickets on the road of life and most of those show up on my personal record. If you are reading closely you will notice I said most which means that some are not part of the public record. The reason for that is because in a court of law I managed to reach a settlement with the court and after some undisclosed arrangements, I go away and so does it.

This happens quite frequently with corporations. For whatever the reason, a company is involved in litigation and after all the sabre rattling is done, a settlement is reached between parties and the arrangements are now off the grid. The outcome is private and not part of the public record. So, again using the marriage analogy, how would you know your prospective bride was really that homicidal maniac until it was too late? For better or worse, ignorance is not bliss so knowing where to look for where the bodies might be buried will make a profound difference in your decision process.

A respectable due diligence review anyone can do is to examine the State’s civil docket report; a court record which displays a history of court proceedings. In addition to analysis of case type and frequency, the details provided in this record often offer valuable insight into a courtroom and what your potential employer has been really doing. Is a case pending? What were case resolutions? Was the subject of interest terminated from the case prior to its resolution? Was an appeal filed? These are only a few of the important questions analysis of the docket report can effectively answer.

A really good litigation research tool to use is the Public Access to Court Electronic Records (PACER) system which is an electronic public access service that allows users to obtain case and docket information from federal appellate, district and bankruptcy courts, and the PACER Case Locator via the Internet. PACER is provided by the federal Judiciary. Their website is

This information alone can shed new light on civil litigation against an entity, allowing for an understanding not only of the types of cases affecting a company, but also of the way in which they are resolved. A thorough review of applicable civil litigation is crucial to understanding potential risks and liabilities affiliated with anyone. Civil litigation can be a valuable indicator of past problems and future performance. While understanding civil litigation may seem overwhelming, an inclusive due diligence investigation can provide the kinds of civil litigation research necessary for making informed and sound decisions.

If your potential new employer is a publicly traded company, you can check out their SEC filings through the internet. Find sites that do analysis on the company. Read about the company’s business, recent history, and learn about the current challenges they may be experiencing. Study comments made by the analysts. Pay special attention to comments made by the executives about why goals were not met and or what accomplishments might have been achieved.

One last resource to not overlook is your social and professional networks. Basically you are after the “word on the street” about the company. After all, just because a company is well known it doesn’t mean it is well managed nor has a positive reputation in the community. Check out the organization’s leaders; what kind of reputation do they have in the marketplace? Are they well respected by their professional colleagues? For example, many high profile organizations have poor executive leadership which, when you look closely, has caused a high rate of turnover amongst their professional staff. Talk to the recruiters and colleagues you know or other acquaintances you might have with knowledge of the company and see what they think.

In summary, it’s impossible and unwise to believe everything you read on unregulated public sources or to simply trust your instincts when accepting a new opportunity. Conduct your research with due diligence to ensure you are making the right decision. If you don’t research your potential new employer, you may find yourself walking headlong into something potentially catastrophic.

I’ve written much more on the subject in my book “Securing the C Level: Getting, Keeping, or Reclaiming that Executive Title” and on my blog