Due diligence is not a defensive checklist. Done well, it tests the investment thesis, exposes value leakage and gives decision-makers a clear basis for price, protections and the first 100 days.
Buy-side teams need a disciplined view of earnings quality, cash conversion, liabilities, operating resilience, technology, people and culture. Sell-side teams create momentum by resolving evidence gaps before buyers find them.
Define the value case, red flags and decision criteria.
Reconcile financial, commercial and operational facts.
Quantify price, covenant, protection and integration impacts.
Convert findings into accountable post-deal actions.
| Dimension | Leading practice | Warning signs |
|---|---|---|
| Financial evidence | Normalised earnings, cash conversion and working capital | Late reconciliations; unsupported adjustments |
| Commercial resilience | Customer concentration, pipeline and pricing power | Growth assumptions without cohort evidence |
| Operational capacity | Processes, systems, cyber and key-person dependencies | Uncosted remediation or fragile controls |
| Transaction execution | Clear owners, decisions and 100-day plan | Findings that never reach integration |
The strongest diligence does more than protect downside. It creates the shared fact base required to negotiate well and realise value quickly.
The CFO HQ point of view