due diligence:中文含义为：应有的注意，与之相反则是negligence，即疏忽，没有做到due diligence即构成negligence（过失）。商业领域上due diligence是尽职调查的意思，即为投资决策而做出的一系列事前调查。

Due diligence is a term used for a number of concepts involving either the performance of an investigation of a business or person,or the performance of an act with a certain standard of care. It can be a legal obligation,but the term will more commonly apply to voluntary investigations. In particular,due diligence is a process through which a potential acquirer evaluates a target company for acquisition.

通常意义上说，Due Diligence类似于侵权法中的过错适用原则，即对一般侵权行为来说，只要行为人尽到了一个合理、谨慎的人应尽的注意义务，即使发生了损害，行为人也应该被免除责任。对此，英国法律也持相同观点，认为Due Diligence的义务与普通法中所规定的谨慎义务大体相当。但是两者最大的区别在于，Due Diligence是一种个人义务，不能因委托行为而发生转移。承运人可以雇佣一些人来谨慎处理船舶，使之适航，但是责任并没有因此而转移，还要由承运人来承担。一旦由承运人选派谨慎处理船舶的人在谨慎处理中发生了疏忽，这样的人可能是承运人的雇佣人、独立合同人或验船师等，承运人可能会举证自己并不具备从事谨慎处理的专业技能，同时雇佣了一个具有丰富经验、合格能力的专业人士来从事此项业务，此时他已没有过错可言。但这并不足够，承运人同时还要举证实际从事该项业务的人也没有过错可言，正如上文所述，Due Diligence义务不可转移。

⒈海牙规则

⒉《中华人民共和国海商法

由于《合同法》的出台，使违约责任的构成要件简化，只要有违约行为存在，当事方就得承担违约责任，不论其主观上是否有过错。同时免责事由都属于客观事实，证明起来相对容易。但是海商法中的Due Diligence免责事项实际上是一种过错责任，如前述，它要求考虑当事人的主观心理状态，强调行为人是否具有一种应受非难的心理状态。

过错是一种主观状态，其表现为受行为人主观支配的外部行为，大多数学者认为是一种主客观因素结合的产物。应采用何种标准来确定Due Diligence所要求达到的程度，实际上是采用何种标准来确定违约责任中的过错问题。对此中国立法中没有明确，学者也有不同看法。我认为，应借鉴国外判例和学说的经验，采用客观标准加以确定过错。

应当指出的是，客观标准较之于主观标准更为合理，前提是客观所确定的标准必须合理，它要求考虑到交易的性质，如从事远洋运输的船舶比沿海运输要遭受更大的风险，也要考虑到当事人的职业，如专业检验师对船舶的熟悉程度要远远超过承运人等等情况。总之，过错概念的客观化不仅使过错的认定更为容易，而且也会大大促进过错推定的发展。另外，把Due Diligence作为违约责任也排除了因第三人原因导致违约的免责可能。

由此可见，Due Diligence的概念及相关标准是解决承运人适航责任的关键，而中国海商法对它的正确理解还缺乏全面的探讨及系统的归类，与之相关的许多知识还有待于我们消化吸收，这样在具体案件的处理上才能做到公正与统一。

Due diligence is a term used for a number of concepts involving either the performance of an investigation of a business or person,or the performance of an act with a certain standard of care. It can be a legal obligation,but the term will more commonly apply to voluntary investigations. In particular,due diligence is a process through which a potential acquirer evaluates a target company for acquisition.[1]

Investigative due diligence

Uses of due diligence

The potential investor generally uses in-house resources or hires a consulting firm that specializes in due diligence and corporate investigations to investigate the background and principals of the target company. Professional reports from accountants and solicitors will also frequently be included.

Due diligence can also refer to the ongoing activities of pension or investment fund managers in keeping track of the operations,solvency,and trustworthiness of the managers of a corporation in which their fund is invested,or those of the managers of an acquiring corporation toward a target corporation.

Differing concepts of due diligence

By contrast,due diligence in the UK can and frequently does mean an examination of the target's private records,such as the internal audit reports of a company and important contracts. This clearly requires the consent of the company that is the subject of the due diligence,as would be the case for a recommended takeover offer,a private acquisition or a bank loan. Because the investigators have access to sensitive information,the due diligence process is covered by confidentiality undertakings.

Due diligence is also frequently conducted into the probity of sales agents,consultants and distributors,or companies for merger,acquisition or joint venture,to ensure that potential business partners do not carry any liability of bribery and corruption.

In lay terms,due diligence is the responsibility one has to investigate and identify issues,and due care is doing something about the findings from due diligence.

Due diligence reports

The purpose of investigative

The overriding purpose of this form of due diligence is to allow the investigating party to find out everything that it needs to know about the subject of the due diligence. This then allows the investigator to consider his options in light of the facts:

· Withdrawal from the deal - if the due diligence unearths information that makes the investment,loan or participation risky or undesirable and which cannot be adequately resolved then

· Adjust the valuation of the investment - the investigator may revise his valuation of the company or reassess the price at which it will provide services. Usually the information will be adverse and therefore the valuation will go down or the price will go up,as positive information will have been made more publicly available by the target from the start.

· Have the problem remedied - it may be possible for a problem uncovered by the due diligence to be remedied before the deal goes ahead. For example,unpaid stamp duty could be paid,company filings could be put in order or,if negative information is uncovered on a principal of the target company,the investor may put pressure on the target firm to replace that individual. This will mean that the target is put into a state that the investigator is happier with before it deals with it.

Due diligence in real estate

In US real estate law,due diligence may be a legal requirement. It is usually conducted by preparation of a Phase I Environmental Site Assessment on a real property holding,which is performed to determine potential environmental conditions that may cause harm to the surrounding environment.

Due diligence as a concept in civil litigation

Due diligence in civil litigation (also known as due care) is the effort made by an ordinarily prudent or reasonable party to avoid harm to another party. Failure to make this effort may be considered negligence. This is conceptually distinct from investigative due diligence,involving a general obligation to meet a standard of behaviour. Quite often a contract will specify that a party is required to provide due diligence.