Financial
Quality of earnings, adjustments, working capital, net debt, planning assumptions. Most price discussions start here.
- ›Test adjusted EBITDA
- ›Working capital target
- ›Define net debt
M&A
Due diligence
The review decides whether the negotiated price holds. Those who are prepared do not lose percentage points here.
Due diligence is not a formality. Every finding eventually lands in the price discussion, the warranty catalogue or a holdback. So it pays to know the critical points before the buyer finds them.
On the sell side we build the data room so that questions are answered before they are asked. On the buy side we steer the advisers and sort findings by what actually moves value — not by page count.
Scope matters. A review that examines everything at the same depth costs time and money without reflecting risk any better.
Makes sense when
- a sale process is being prepared
- an acquisition needs review
- financing requires a review
- findings are already weighing on negotiations
Key facts
- Duration
- 4–10 weeks
- Modules
- Financial, legal, tax, commercial
- Optional
- IT, ESG, technical, environmental
- Protection
- Warranties, holdbacks, W&I
Modules
What gets reviewed
Legal
Corporate matters, material contracts, change-of-control clauses, litigation, employment. One missed change-of-control clause can stop a deal.
- ›Identify change of control
- ›Review client contracts
- ›Assess litigation
Tax
Tax history, audits, loss carry-forwards, transfer pricing. Historic tax exposure is usually handled through indemnities.
- ›Clear open audits
- ›Secure loss carry-forwards
- ›Draft indemnities
Commercial
Market, clients, dependencies, competition. Particularly relevant when few clients carry a large share of revenue.
- ›Measure client concentration
- ›Check contract terms
- ›Test market assumptions
Process
How we steer the review
- Schritt 01
Scoping
What is reviewed and how deeply. Scope follows risk, not habit.
- Schritt 02
Data room
Structure, permissions, Q&A process. A good data room saves weeks.
- Schritt 03
Review
Advisers work in parallel; we bundle questions and protect the day-to-day business.
- Schritt 04
Findings
Assessed by effect: price, warranty, indemnity or irrelevant.
- Schritt 05
Implementation
Translating findings into the agreement, holdbacks or W&I cover.
From live mandates
Two recurring points
Working capital is underestimated
The working capital target often moves the purchase price more than a decimal on the multiple. It belongs on the table early.
The data room is incomplete
Missing contracts and late figures cost trust. Every late delivery extends the review and strengthens the buyer.
Questions
Frequently asked questions
Prepare the review
We build the data room, steer the advisers and make sure findings do not turn into price reductions.