M&A due diligence is the process by which a buyer verifies the information provided by a seller and identifies risks before closing. Sellers who prepare for due diligence in advance close faster, at better valuations, and with fewer post-closing surprises.
The Five Due Diligence Workstreams
1. Financial Due Diligence
What buyers look for: Quality of earnings, revenue recognition policies, customer concentration, gross margin trends, working capital requirements, off-balance-sheet liabilities, capex requirements, cash flow conversion
Key documents: 3 years audited financials, monthly management accounts (24 months), AR aging, deferred revenue schedule, capex schedule
2. Legal Due Diligence
What buyers look for: Corporate structure, pending litigation, regulatory compliance, IP ownership, material contract terms (change of control provisions), employment law compliance
Key documents: Corporate formation documents, cap table, all material contracts, litigation history, IP registrations
3. Commercial Due Diligence
What buyers look for: Market size and growth, competitive positioning, customer satisfaction and churn, sales pipeline quality, revenue predictability
Key documents: Customer list with revenue history, churn analysis, sales pipeline, customer contracts, NPS data
4. Operational Due Diligence
What buyers look for: Technology infrastructure, key person dependencies, process documentation, supplier concentration, operational risks
Key documents: Org chart, process documentation, technology architecture, vendor contracts
5. HR Due Diligence
What buyers look for: Key employee retention risk, compensation benchmarking, employment law compliance, benefits obligations, non-compete enforceability
Key documents: Employee census, employment agreements, offer letters, benefits summary, non-compete agreements
How Sellers Should Prepare
- Conduct a pre-diligence audit — identify issues before buyers do
- Organize the data room — clean, complete, well-organized
3. Prepare a quality of earnings analysis
4. Resolve known issues before the process starts
5. Prepare management for buyer interviews
Key Takeaways
- Due diligence covers five workstreams: financial, legal, commercial, operational, and HR.
- Quality of earnings is the most scrutinized financial due diligence area.
- Customer concentration and churn are the most common commercial deal risks.
- Sellers who prepare in advance close faster and at better valuations.
- Conduct a pre-diligence audit to identify and resolve issues before buyers find them.