Due diligence is where buyers discover what they are really buying. For sellers, it is about demonstrating value while managing disclosure. For both sides, this phase shapes the final deal terms.
What due diligence covers
Comprehensive due diligence examines every aspect of the business that could affect value or create liability:
Legal
Corporate structure, contracts, disputes, compliance, intellectual property, employment matters.
Financial
Historical performance, working capital, debt and liabilities, tax position, accounting policies.
Commercial
Customer relationships, supplier arrangements, market position, competitive dynamics.
Operational
Facilities, equipment, systems, key personnel, operational dependencies.
How we conduct legal due diligence
Legal due diligence involves systematic review of the business's legal position. We examine:
- Corporate records and governance documents
- Material contracts and their change of control provisions
- Property interests and leases
- Intellectual property ownership and protection
- Employment arrangements and liabilities
- Regulatory compliance status
- Actual and potential disputes
- Insurance contracts
We produce a due diligence report identifying issues, their materiality, and recommendations for addressing them in the transaction documentation.
Negotiating deal terms
Due diligence findings shape the negotiation. Issues discovered may result in:
- Price adjustments - reducing the price to reflect problems
- Specific indemnities - seller protection for identified risks
- Completion conditions - requiring fixes before closing
- Retention amounts - holding back part of the price until a new condition is satisfied
- Walk away - if issues are too significant
Managing issues discovered
Almost every due diligence process discovers issues. The question is whether they are material and how they are addressed. Some issues are deal-breakers; most can be managed through appropriate documentation.
We help you assess materiality, develop negotiation strategy for each issue, and ensure appropriate protections are built into the transaction documents.
For sellers: The disclosure obligation
Sellers usually provide warranties about the business. If something is wrong and you did not disclose it, you could be liable after completion. We help you manage disclosure properly - not hiding problems, but presenting them appropriately.
What we do at this stage
We conduct legal due diligence, coordinate with other advisers, identify and assess issues, and negotiate deal terms that protect your interests. This is where much of the legal work happens.