Due Diligence

We help define a focused due diligence scope and establish the information, responsibilities, and coordination arrangements needed for effective execution.

Our support may include:

• Clarifying the transaction rationale and principal decision requirements.
• Identifying priority risk areas and specialist workstreams.
• Defining the review period, scope, and information requirements.
• Assessing the availability and organization of relevant information.
• Establishing responsibilities, communication, and reporting protocols.
• Coordinating access to management, records, and the virtual data room.

We analyze the target’s historical and prospective financial information to identify matters that may affect sustainable performance, cash generation, value, or transaction terms.

Our support may include:

• Analyzing the quality and sustainability of earnings.
• Reviewing revenue, margins, costs, and significant performance trends.
• Assessing working capital patterns and requirements.
• Examining cash flows, debt, and other financial obligations.
• Identifying unusual, nonrecurring, or judgmental items.
• Reviewing forecasts and the assumptions underlying them.
• Assessing matters relevant to net debt and transaction adjustments.
• Evaluating the quality and consistency of available financial information.

We assess the commercial assumptions underlying the transaction and the factors that may influence the target’s market position and future performance.

Our support may include:

• Reviewing the business model and principal revenue drivers.
• Assessing market characteristics and demand assumptions.
• Considering customer, product, supplier, and channel concentration.
• Reviewing competitive position and barriers to growth.
• Evaluating the commercial basis of management forecasts.
• Identifying material dependencies and commercial vulnerabilities.

We assess the operational capabilities, dependencies, and constraints that may affect performance, continuity, integration, or the investment case.

Our support may include:

• Reviewing the operating model and principal processes.
• Assessing capacity, productivity, and resource dependencies.
• Identifying operational bottlenecks and concentration risks.
• Reviewing procurement, supply chain, and inventory considerations.
• Assessing key management and workforce dependencies.
• Identifying operational improvements or post-transaction priorities.

Tax specialists assess material historical and transaction-related tax matters within a separately defined tax scope.

Their work may include:

• Reviewing material tax filings, positions, and payment status.
• Identifying significant exposures and unresolved matters.
• Assessing tax attributes relevant to the transaction.
• Considering the tax implications of the proposed structure.
• Reviewing material withholding, employment, indirect, or other applicable taxes.
• Identifying matters requiring protection, adjustment, or further advice.

Technology and risk specialists assess whether material technology conditions may affect continuity, scalability, security, integration, or transaction value.

Their work may include:

• Reviewing the technology environment and critical systems.
• Assessing system capacity, supportability, and key dependencies.
• Identifying material cybersecurity and data protection considerations.
• Reviewing technology governance and third-party reliance.
• Assessing integration, replacement, or remediation requirements.
• Identifying indicative post-transaction priorities and cost implications.

We consolidate significant findings across the agreed workstreams and explain how they may affect the transaction decision and subsequent actions.

Our support may include:

• Distinguishing material findings from lower-priority observations.
• Assessing potential implications for value and transaction terms.
• Identifying matters requiring further investigation.
• Highlighting conditions, protections, or actions for consideration.
• Supporting preparation for negotiations and decision-making.
• Identifying pre-completion and post-completion priorities.
• Presenting findings clearly to management and relevant governance bodies.