NovAsia

A complex asset needs the specialists in the right order

Why due diligence on a large or mixed-use property depends not only on hiring the right lawyer, engineer and other specialists, but on sequencing their work around the questions that can change the deal.

This article reflects the named expert’s practical perspective. See NovAsia’s editorial policy for how material is prepared and reviewed.

A complex property naturally attracts a longer list of advisers. There may be a lawyer, an engineer, a valuer, a tax specialist, perhaps an architect or an operations adviser. I do not assume that putting all of them to work at the same time is the most thorough approach.

If each person starts from a different assumption about the asset, parallel work can produce several excellent answers to different questions.

For large transactions, sequence is part of due diligence.

Define the asset before deepening the review

Imagine a hypothetical Phnom Penh property with residential space, a commercial area, an additional structure and land that the buyer may want to reconfigure. It is possible to commission a full technical review immediately.

But what happens if the legal work later shows that one part of the site is outside the sale, held under a different arrangement or otherwise not available for the intended use? Some of the engineering work may have been directed at the wrong transaction.

The opposite extreme is also inefficient. A team can spend weeks reading documents and then discover a physical constraint that makes the buyer’s original use case unrealistic.

I therefore begin with a plain-language definition: what is the buyer expecting to acquire, what do they want to do with it, and which uncertainties are capable of changing that plan entirely?

Some questions are gates for the next spend

Not every specialist must finish before another one begins. The useful concept is a decision gate.

If the buyer wants to alter the configuration of the asset, both legal permissibility and technical feasibility matter. However, there may be little value in commissioning detailed design work before the team has established whether the relevant part of the property is actually within the transaction and whether the intended change is even a scenario worth testing.

If an operating business is involved, a financial model should not quietly assume that every contract, licence, piece of equipment or customer relationship transfers with the real estate. The boundary of the transaction needs to be defined before the numbers are treated as a picture of the buyer’s future operation.

Sequencing does not reduce scrutiny. It reduces scrutiny built on unsupported assumptions.

Give specialists the same starting version

Even a good sequence fails if each adviser receives a different file set.

The lawyer has the updated plan. The engineer has an older drawing. The buyer is still looking at the sales deck. Each person may perform their job correctly, yet the conclusions cannot be combined cleanly because they describe different versions of the asset.

Before work begins, I like to fix a small common base: the asset identifier, the current plan or description, the stated transaction scope, the open issues and the specific document version that the team is relying on.

That is not the coordinator declaring what is legally or technically true. It is the coordinator making the starting assumptions visible.

When one specialist discovers a new document or a material discrepancy, that change should return to the shared issue map rather than remain inside a private email chain.

Early expert input can be deliberately narrow

Complex assets create pressure to buy the deepest possible report immediately. Sometimes the more useful first step is a narrower professional question.

An engineer may be able to say whether the available material justifies a full inspection now or whether access to a particular area is needed first. A lawyer may identify the missing document that determines which party matters before spending time on secondary clauses. A valuer may identify the minimum factual set required before a comparison would be meaningful.

These are not substitutes for formal work. They are ways of deciding what formal work should come next.

The goal is not to minimise expert involvement. It is to use expensive attention after the question has become sufficiently clear.

The coordinator should not become the universal expert

A complicated transaction often produces one person who knows where every conversation sits. That can create a dangerous expectation: because the coordinator sees everything, perhaps the coordinator can resolve everything.

I reject that shortcut.

If the lawyer says the answer depends on a missing document, I do not fill the gap with “market practice”. If the engineer needs physical access, I do not turn photographs into a technical conclusion. If a financial scenario depends on an unverified lease or operating contract, the number remains conditional.

Coordination should make professional boundaries clearer.

My role is to keep the questions connected, the versions consistent and the next dependency visible. The legal conclusion remains legal. The technical conclusion remains technical. The commercial choice remains the buyer’s.

The correct order changes with the asset

There is no universal sequence of lawyer first, engineer second, valuer third.

For one property, title and transaction scope may be the first gate. For another, physical condition may be so central that early technical input is necessary before commercial negotiations become meaningful. For an income-producing mixed asset, understanding what is actually included in the operating package may come before any attractive yield calculation.

I build the order around the issue most capable of stopping or materially changing the next commitment of time and money.

A strong due-diligence process is not the one with the longest adviser list. It is the one in which each specialist is answering a defined question, working from the same current version of the asset and producing a result that the team knows how to use.

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