When Due Diligence Fails

Maintaining and following a due diligence policy with third parties is vital for secure company operations. However, in order to function properly, it must be treated with thorough and serious work ethic.  In this article, we will look at three examples of how due diligence can fail.

1. Insufficient Information

Due diligence will not be very helpful if there is not enough information collected on the subject to give true insight. For example, in order to ensure that the subject of the due diligence will comply with regulatory standards, there should be a discourse to clarify that they even know what those are – together with screening for any hits on sanctions lists or other watch lists. If this does not happen, there is no way to be certain that a third party is compliant. Often, these sorts of errors with due diligence occur when companies permit their own employees to complete the documentation without actually getting answers to specific questions from the subject, or by taking the provided information from the subject at face value.

2. Lack of Verification

Any information obtained regarding the subject of the due diligence should be checked for any other evidence that could corroborate it, regardless if the information is provided freely upon inquiry. Things such as the identities of senior management, physical address, shareholders, beneficial owners, subsidiaries and company affiliates should always be verified. It is possible for individuals to fail to disclose vital information, so it is necessary that your organization takes the required steps to be protected.  

 

A costly example of inadequate due diligence is BMW’s acquisition of Rover in 1994, which resulted in a loss of GBP 790-million after BMW failed to verify the inaccurate information provided by Rover on sales & accounts as well as other financial information.

3. Disregarding Red Flags

Beyond the two hangups listed above, the most important part of due diligence is actually following through on the information that it uncovers. Red flags hold no meaning if they are not addressed nor taken into consideration before acting. If a due diligence investigation reveals red flags, the proper step is to then give rank to the risk it poses and whether or not that risk is worth gambling the company over.

For example, in 2012, HP planned to purchase Autonomy and ended up losing approximately USD 5-billion after they were sued by shareholders on charges of negligence for missing red flags related to Autonomy’s inaccurate income statements, balance sheets, cash flows, etc. If they had conducted proper due diligence on Autonomy, it is possible that this ordeal may have had a different outcome.

Sources

http://deloitte.wsj.com/cfo/files/2013/07/international_business_partner_due_dilligence.pdf

https://www.firmex.com/thedealroom/top-10-due-diligence-disasters/

 

This article was written by Kristina Weber, Content Supervisor of Centry. She holds a Bachelor’s Degree in History from the University of Calgary.

Putting Journalism to the Test

With global news being accessible round the clock with live updates, it can be easy to get lost in the flood of information, where it can be difficult to determine facts from embellishments and political narratives from true stories.

Fortunately, there are steps readers can take to ensure they glean the best information from their media sources. All it takes is just a little critical thinking.

If you read an article and you aren’t sure about the validity of its claims, start by asking yourself the very basic 5 Ws.

  • Who wrote the article? Who is the intended audience?
  • What is it about? What is the political alignment of the news corporation?
  • When was it published? How close, temporally, is the date of publication to the event it describes?
  • Where does the content take place? Where is the news corporation based?
  • Why would they write the article?

This is always a good place to start for basic consideration of a subject because it has the potential to lead you down deeper avenues of thought that you might not have considered before.

Another important thing is to always question the sources. That’s when you ask…

How did the journalist support the article?

And pose the five W’s to it. Who created those sources? What is their content? When were those sources created- has time affected their validity? Where did the sources come from? Why would the journalist use these specific sources instead of any others (if there are any)?

Embellished and sensationalized news stories will usually fall apart under this type of questioning. The goal is to question as much as possible and then analyze. When you have your questions in your head, that’s when you start to think about the potential answers for them and that can help you evaluate the perspective of the information that you are consuming.

It’s also important to remember the types of sources that articles will use. These can be split up into primary and secondary sources.

  • An example of a primary source is someone who was physically present to witness the event as it unfolded.
    • However, even primary sources cannot always be 100% trusted, especially if it’s a person recounting the event some time after it happened. Always consider the effect of time on memory and the type of narrative that the person may want to give. Photographs and videos that are not raw footage may be subject to the same scrutiny as these things can always be edited.
  • An example of a secondary source is a news article, a book, or a study on the original source material.

Most reputable news journals will not publish something that is outright false, but in the hurry to update people as quickly as possible, they may give misleading information if they publish it before the entire story – and its entire perspective – is known.

Always remember to read everything with that basic level of questioning in mind, and you will be able to have a fairly decent grasp of the situation at hand.

This article was written by Kristina Weber, Content Supervisor of Centry. She holds a Bachelor’s Degree in History from the University of Calgary.

Intelligence in History: The Fall of France

In 1940, the German invasion of France through the Ardennes was a last-minute decision, due in part to the Maginot Line and the fact that Allied intelligence had obtained an early draft of Fall Gelb, which detailed German plans for an attack on France. As a result, the Germans had to change their plan very fast.

Several flaws in the processes and attitudes of French Intelligence manifested in poor military communications, which severely hindered Allied attempts to adequately prepare for attack. In theory, the French Intelligence unit was quite impressive, as it was able to glean information ahead of time on the invasions of the Rhineland, Poland, and the annexation of Czechoslovakia. Unfortunately, although the Allied forces were forewarned of the incoming German forces, they were not prepared.

If they had the information, what prevented acting upon it?

The flaw that begat all others laid in how the Deuxieme Bureau of General Staff handled the intelligence that it was supplied to them. The Deuxieme would compare the information acquired from the Service de Renseignements (SR), which collected strictly military information as opposed to that of the French Ministry of Foreign Affairs. As such, they had to draw their own conclusions from the separate sources. Since the intelligence reached Gamelin from a variety of sources, it was bound to lead to confusion – especially when considering the strained relationship between the SR and the French Ministry of Foreign Affairs.

Inexperience in the field was another issue of concern, as assignment to intelligence did not require very intense qualifications, nor was it a prioritized job. Often, qualified intelligence agents were overlooked in favor of the opinions of students from the Ecole Superieure de la Guerre – a prestigious military school – who were regarded as something of an intellectual elite. This was not the only instance of voices going unheard, as – according to Historian Douglas Porch, the French Army was one that had a rigid definition of what was the ‘right’ way of doing things, and what was different, or ‘wrong.’ (Porch, p. 29)

These forces bred an issue with complacency, since voices against the grain were frequently shut down by military attaches’ that conformed to the opinions of their superiors. It seemed that ‘observe and report’ was the way to function in the French Intelligence services as opposed to freely discussing differing perspectives and suggestions. The situation worsened to the point that the SR would exaggerate German numbers in an attempt to garner the attention and serious regard of their superiors; later studies on this subject illustrated that French estimates of German forces were as much as twenty percent higher than British figures. Basically, the French Intelligence operated in an environment that was hostile to it – on their own side.

Furthermore, the difficulties of the compartmentalized structure of the Allied forces, tumultuous political landscape, and poor decisions of the French High Command combined to pave the way to success for the German operations Fall Gelb and Fall Rot. The procedures that the French had for making decisions and carrying them out was incredibly cumbersome – it seemed that France, like other democracies, was better prepared for handling internal issues than mobilizing its citizens against a foreign invader. French Intelligence was not the only system that operated in ill-fitted surroundings, indeed the thought could have been generalized to the military body as a whole. Its officers were by and large conservative, or even monarchist, which resulted in a lot of political constraints – the primary consequence of which was that their voices were often dismissed. Compartmentalization also was a rampant issue in the armed forces, where commanders and operations officers formed an elite that were kept separate from staff that dealt with intelligence and supply. Together with the strained relations between the Ministry of Foreign Affairs and the SR, the flow of communication was severely hindered, as historians Douglas Porch and Ernest May both attribute the recipe for defeat to these phenomenons.

The Effect of Hubris

Arrogance among the high command was yet another issue that clouded the good judgment of Allied forces. Recall that the opinion was that tactical decisions ought to have been left to the “intellectually superior” men of the Ecole Supérieure de la Guerre. This thought in itself immediately diminished the value of opinions from other men. Gamelin himself admitted to having considered the notion of an invasion through the Ardennes, but dismissed the thought on the basis of the forest being a poor corridor to move an army. What Gamelin did not consider was that the Germans were willing to weather the inconvenience. In 1939, the French army was prepared for a long-term war – rather, a war that followed their own notions of tactics. They planned to hold a defensive front for two years, which would be succeeded by the mobilization of economy and joint allied resources. The result was that the center of the whole front was left lightly defended, on the basis of the assumption that the Ardennes and River Meuse would be a poor avenue of attack. As we see now, looking back on the Fall of France in 1940, that was very much not the case for what happened.

Overall, the Battle of France in 1940 ought to have been a victory on the behalf of the Allies, but was lost due to failings in communications, the political environment, judgment of enemy movements, and poor tactical decisions. Specifically, German equipment was actually inferior to French equipment and numbers, and their final plan Fall Gelb was actually a hastily conjured idea after the French had acquired the earlier drafts of it. In France, however, there were several issues with complacency and conformity in terms of decisions to be made for the military, and often the suspicions of intelligence agents went unheard, and that escalated further into the military command having tight political constraints with the French government. Even the French government was unstable, with widespread fracturing among political divisions, which contributed to a hostile atmosphere for the Allied army to function in. Blind confidence in their own decisions clouded the view of the French High Command, who left the Ardennes only lightly defended after concluding that it would be unlikely to be attacked. Thus, the German army was able to establish a foothold and push through to successfully invade France.

Sources

May, Ernest. Strange Victory: Hitler’s Conquest of France. Hill and Wang: New York, October 3, 2001.

Porch, Douglas. “French Intelligence and the Fall of France, 1930-40”. Intelligence and National Security: Vol. 4, Issue 1. 1989, pp. 28-58

This article was written by Kristina Weber, Content Supervisor of Centry. She holds a Bachelor’s Degree in History from the University of Calgary.

5 Tips for Smart Social Media

Over the past decade and a half, we have witnessed the birth of social media and the rise of big name platforms such as Facebook, Twitter, Instagram, Tumblr, Snapchat, and YouTube. Facebook, for example, evolved from a social tool for college students to a means for your grandparents to stay connected with your children. As social media consumption has become more widespread, there is a greater expectation to maintain a presence on it. These days, individuals or corporate entities with no online presence may be regarded with some degree of apprehension.

In this world where it’s highly encouraged to have an online presence, it’s very important to make sure that you do so with mindfulness. In this situation, mindfulness refers to the idea of being personally aware of your online presence and how it can affect you in the outside world. Whether it’s judgments made by people who view the content you create or potential employers searching for you, it’s important that your social media presence is one that is in your control and curated by you. Ultimately, a good rule of thumb to have is always be accountable for everything you post online. If you wouldn’t be comfortable with saying something in public, it’s probably best left unposted.

Read on for some starter tips to consider as you go about social media!

1.    Use Long Passwords

This is probably the most common tip for anything done online, but it’s common because it works. Long passwords help to secure your personal information. Your password should never be anything related to easily known facts about you, e.g. your birthday, name, pet’s names, children, etc. Most websites will generally ask for something with at least one upper-case letter, lower-case letter, a number, and a special character.

A decent password following these requirements may look like this: S2DfjI!o29joKl7z9T1 – yes, it looks like you just mashed your fingers on the keyboard, and for good reason. A password like this will help you more than IloveDogs789! This is because dictionary words and sequential characters (e.g. 12345, abcde) are extremely easy to crack. Length is just as important as complexity.

 

2.    Adjust Your Privacy Settings and Permissions

All social media platforms have a tool to adjust your privacy settings and what content is available to the public. Make sure that you look into these and toggle them to your liking. Others, such as Tumblr, also have an option to ensure that your blog cannot be searched for via your email (unless you were to share it in a post).

 

3.    Beware of Phishing Surveys and Suspicious Links

Never click on a link sent to you by a stranger. It’s commonplace for bots to generate profiles and send friend requests with links to sites with malicious software. Most of these are easy to avoid with common sense, however there can be more innocuous presentations of threats to your online security. One of the biggest examples of these are the quizzes that make their rounds on platforms like Facebook and Tumblr.

If you have a social media profile with a number of friends, you have probably seen something like the quiz in Figure 1 before. This might seem fairly innocent, but if you look closely you may recognize some of those questions as examples of security questions (e.g. elementary school, first best friend). These things compromise your safety online, as it opens up the potential for someone to potentially guess your password or even reset it, if sites have an opportunity to retrieve forgotten passwords via answering security questions.

Quiz example

Figure 1. Example of a Quiz

 

4.    Be Mindful when Commenting on Public Posts

Publicly shared posts do not follow the same privacy rules as posts created on your own profile. If you comment on a public post, make sure that it’s something you would be okay with saying in person. On Facebook, for example, if you share a video or article from another source, it becomes view-able not only to your friends, but also to whomever the original source designated as the appropriate audience. As such, if it was originally designated as a public post, strangers who come to your profile will be able to view the link on your profile and see what you said about it.

 

5.    Google Yourself

Finally, the last step is to simply search for yourself on Google. Try expanding from more than just your first and last name – look for your email address as well. Make sure that whatever is indexed about you on the search engine is something that you are okay with being found. Your online presence should be what you want it to be, and with these tips in mind you are on the right path toward being in control of how you are presented.

 

Sources:

http://www.professormesser.com/security-plus/sy0-401/managing-password-policies/

This article was written by Kristina Weber, Content Supervisor of Centry. She holds a Bachelor’s Degree in History from the University of Calgary.