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New Due Diligence Standards For Internet Investments

11 November 2013
by Bob Sakayama

When considering an acquisition or a stake in an internet property whose revenue relies on website traffic, a responsible investment decision can only be made with an understanding of the nature of that traffic. Because of some very significant changes Google is making in the way they determine a website's search ranks, we especially want information about the new risks evident in these changes. The search footprint is much larger than the keyword ranks that drive sales, because in addition to the stature of high ranks, search performance directly impacts the effectiveness of internet advertising, press announcements, affiliate relationships, social media visibility - pretty much everything important to a business online, especially reputation and trust. So it's critical to understand how productive ranks are achieved, and what risks accompany those successes.

Massive Disruption In The Search

You may be wondering why so many businesses that used to rank at the top of the search results have suddenly disappeared. For some searches, the sites on page 1 in Google are completely different from a year ago. Radical change is underway within the search, making risk assessment much more important and much more complex. This post addresses the new reality for investors, venture teams, and businesses that grow via acquisition.

What are the discoverable risks
unique to web assets?

- Gamed search ranks *
- Non-compliant link profile *
- Thin content *
- Use of contracted link building *
- Ranks supported by intentional black hat *
- Ranks supported by an undiscovered non-compliance *
- Search ranks in downtrend *
- Post acquisition loss of search ranks *
- Legacy domain issues *
- Automation magnifying small compliance issues *
- Non-compliant use of remote assets *
- Non-compliant code base *
- Non-compliant DNS handling *
- Non-compliant server management *
- Non-compliant use of subdomains *
- Negative seo *
- Excessive redundancies on tags, content, filenames *
- Loss of content authority *
- Competitors succeeding with black hat strategies
- Negatively trending online reputation
- Niche saturation
- Weak Security
*penalty risk

Yesterday's Asset Became Today's Liability

There once was a time when an important selling point for a web enterprise was a large number of links, touted as proof of stature and usually correlated with high ranks and traffic. Web businesses invested heavily in link building activities, often managed by seo agencies using automation to post vast quantities of links in an effort to improve search ranks. And since Google's launch in 1998 this strategy worked - like a charm. As far as links were concerned, the more the merrier. Pretty much any kind of link would improve search positions, and as a result, link building with questionable quality links became a kind of holy grail for seo, and an entirely new industry was born. And because it worked so well, massive link building efforts using tools and offshore workers displaced a more important focus on relevancy for many businesses. Because Google permitted these strategies to be effective for so long, they became common practice - main stream services offered by seo agencies. Businesses liked these strategies because they were cheap and could scale, so the money flowed into them. The pollution of the search with garbage links was underway, big time.

Why Past Search Success May Not Be A Reliable Measure Of Value

For an investor, valuation estimates usually look to revenue generated by conversions, that is, sales. But if those revenues are dependent on search success, and those successes are achieved by exploiting Google's frailties rather than by providing actual relevance, the trust in search ranks as a measure of value is lost and the search results themselves perceived to be corrupted. This is what actually happened in internet markets across the board. So it was clear early on that Google was going to have to address their frailties - close the loopholes - and act strongly to protect the integrity of the search. We observed the early warning signs first in Europe, which enabled us to accurately predict a new link-based Google penalty in 2010. The "unnatural links" penalties (Penguin) began raining down in 2011 and have continued to impact more sites with each successive algorithm update.

Now that Google no longer rewards those strategies and instead is penalizing the ranks of sites that used these link schemes, business owners and investors face a changing and more harsh reality. The widespread nature of this problem was amplified by the fact that it was the 'pros' - the seos - that were creating the mess in concert with Google. So there was lots of buy in. The consequence is that thousands of businesses are being destroyed in the shakeout. Google continues to make more strict its enforcement activity, and by the numbers of requests we receive for help with penalized sites, the destruction is definitely ongoing.

And the destruction in ranks is not just related to problem links. Google's recent "updates" include stricter enforcement of content standards in addition to constant tweaks to their algorithm. Each tweak has winners and losers, but really mostly losers. Recently sites relying too strongly on search terms in their domain names were hit. Sites using too simple 'search and replace' content, or copied content, or thin content were hit by several updates this past year named Panda. Investing in the cyber realm carries new risks, and the ability to gauge exposure is the new challenge. And that expertise requires in depth experience with the dark side of the search.

What Is Search Due Diligence?

Search due diligence is our term for the forensic process that reveals how the ranks of a target enterprise are achieved, and provides some insight into the risk involved in maintaining its search performance going forward. In our case, this insight stems from significant experience in penalty remediation, which provides us with a ring-side seat to observe the imposition of rank penalties, the consequences of those penalties, and the efforts required to unwind them. We also gain valuable insights by intentionally triggering penalties on our own sites. These experiments provide us with information as to where the red lines are, and to enable us to observe how Google responds to remediation efforts.

The Rise And Fall Of SEO

Search engine optimization is the term describing the industry, the skill set and the process for achieving search ranks on specific keywords. Because Google's ranking algorithm is complex, proprietary and therefore a secret, seo professionals cannot be licensed and held to an industry standard. One result is the "wild west" nature of the seo world - no real barriers to entry and lots of players with questionable skills.

Combine this with a real need by businesses to succeed in the search, business owners with little internet proficiency, and aggressive selling, and a picture emerges that explains why so many websites were hiring contractors that got them kicked out of the search. When Google began its link enforcement activities, the majority of seo agencies were using strategies that ultimately harmed their clients. Any site that hired an seo agency in the last couple of years is probably penalized, or at least vulnerable to one. The consequences of this will be felt for years, not just by the owners of penalized businesses. As the standards for search compliance are raised, currently successful sites will need to meet those new standards, possibly compromised by legacy optimization efforts. And keep in mind that those new standards will not published.

Gaming The Search Results

We already have confirmation that Google can be gamed, as reported in several posts on this site (Google's Cloaking Problem, Gaming Google In The Gaming Industry). This means the ranks of the target site could have been achieved using black hat strategies. The fact is, there are a huge number of successful businesses running on websites that have successfully gamed Google. Most investors & venture firms will not take stakes in a business if we inform them that the ranks have been gamed. But interestingly, many owners have no idea how their ranks were obtained - they typically have little understanding of what they paid an seo agency to do. So it is very rare for clarity to surface on its own.

One reason for the extensive gaming, other than that it's possible, is that businesses will always seek quickly achievable solutions that can scale. When Google launched Penguin, it shut down the last widely available scalable strategy to push rank fast - ie. using automation to quickly post vast quantities of links. So it's now a fact: rank boosting strategies involving automation are black hat, and link building in general is something to be wary of. There are proven quick rank strategies that work, but none are within Google's guidelines, and all are valuable trade secrets.

What's The Risk Of Gamed Ranks?

The obvious risk is that a site's search ranks will not hold up over time. Ranks gamed just prior to the sale of a business, and ranks that disappear under penalty within a few months can be addressed with better contracts, including claw backs or nullification clauses. But a better solution is to have knowledge of the risk in advance and avoid those deals, or use the information to motivate a price reduction.

You can assume that any optimization technique that successfully games the search results is being targeted for discovery by Google. Though Google's technology is nowhere near what it needs to be to successfully enforce search compliance to their stated guidelines, they do invite reports from competitors that can often detail the black hat activity of the site receiving an unfair advantage. So there is some peer enforcement going on. But it's shocking to know that there are sites in every market that are succeeding in the search with easily detectable black hat strategies. It turns out that one of the risks to a business is a more successful competitor using off guideline tactics.

Other Than Gamed Ranks, What Are Some Other Major Risks?

Even when there is no intentional effort to beat the system, risks are present. Probably the biggest risk is the inadvertent non-compliance that has not yet been discovered by the owners of the business or by Google. Basically a time bomb. This is usually the consequence of ignorance, or mistakes made attempting to navigate the numerous and sometimes complex nature of server environments and web implementations. There are very strict compliance rules associated with the ownership of multiple websites that often get overlooked. Simple code errors & oversights are legion. We often find a small automation error magnifying a very simple problem. Many sites fly under the radar, supporting high ranks while also encumbered with very large issues. Google does not penalize sites with consistency - a non-compliant site can go for years without being penalized.

Another huge change in the search world impacting risk is the presence of negative seo - businesses paid to destroy the ranks of competitors. Usually a site at the top of the search is the target, but sometimes it's done for spite. There are some gray market areas (gaming, porn, pharma) where a new site on page 1 in the search will immediately be attacked. There are bad players defending their turf with negative seo, and there is no enforcement authority to act on your behalf if your business falls victim. Because Google only grudgingly acknowledges negative seo, and often fails to act appropriately even when it's brought to their attention, business owners have little recourse. A major enforcement problem is a result of the fact that Google does not know the intent behind the links, or who posted them. This means that a former seo whose clients have abandoned him as he harmed their ranks, can now use the same automation to destroy ranks of competitors by posting the same bad links.

In addition to negative seo, there are also risks stemming from attacks on business reputations involving review sites and social media. Some of these are consumer driven - a single angry customer can do much more damage than ever before simply by taking the complaint public on sites like or or by spreading rumors across facebook or other social platforms.


Businesses that grow through acquisition, venture firms, and savvy investors rely on robust due diligence reporting on the viability of their target investments. Typically these reports focus on background checks and detailed audits of traditional business records. But when the target business is an internet property, there are some brand new, existential risks that need to be examined carefully. In this new paradigm, if a target enterprise is only required to clear the background checks and financial due diligence hurdles, some potentially devastating risks that now accompany internet holdings will not have been accounted for.


If you are a reader of our posts, you already know about the reality of Google penalties - the loss of valuable ranks - and existential risks they pose to web businesses. You can read about Google penalties on this site and at our specialized site:

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