Diligence is where a good story meets its paperwork.

What diligence actually is

A buyer, investor or lender assembling an independent view of the business, using your documents and their own questions. Legal, financial and commercial teams work in parallel and compare notes.

Where the file is thin, the process slows, the price moves, and warranties tighten. Time is not neutral in a transaction: a delayed process usually ends with a worse deal rather than the same one later.

Prepared before or after the term sheet

After a term sheet, preparation is damage control on a clock. Before, it is a useful internal audit that sometimes changes the decision to sell at all.

Three properties

• Completeness. Every requested category has an answer, including an answer that says this does not exist.
• Consistency. Contracts, accounts, cap table, model and management reporting agree, or the differences are explained.
• Traceability. Each metric in the narrative can be followed back to a document, and each document has a place in the index.

What breaks trust fastest

Not a weak quarter. A document that contradicts the deck, a version where the numbers differ from the ones in the data room, and a gap discovered by the counterparty rather than disclosed. The first two look like carelessness; the third looks like something worse.

Recurring problems

• Files assembled in a chat thread, so nobody can tell which version is current.
• A data room with three hundred documents and no index, which transfers the work to the buyer and slows everything.
• Contracts missing because they were signed by an earlier entity or never countersigned.
• Metrics in the narrative that cannot be reproduced from the source systems.
• Consents, licences and registrations discovered late, at the point where they change the deal.

Each of these is fixable in advance and nearly unfixable in the middle.

The gap register

A written list of what is missing, why, and what would replace it. Buyers accept explained gaps far more readily than gaps they find themselves.

Deliverables

• Diligence index mapped to the categories a counterparty will request, so the request list lands on prepared ground.
• Document map per category, with version control and a single named owner for each area.
• Narrative memo for the areas that cannot be left to interpretation: revenue quality, customer concentration, related parties, working capital.
• Reconciliation between management accounts, the model and the narrative.
• Gap register with proposed mitigation for each item.
• Question log, so repeated enquiries are answered once and consistently.

What we need from you

Access to the systems behind the numbers, the legal and corporate files as they stand, and the list of things the company would rather not show anyone. The last list is where the real work is.

A mock diligence first

We run the process against you before anyone else does: the request list, the review, the awkward questions. What comes out of it is both the organised file and the list of issues to resolve while there is still time to resolve them.

Then the index, the narrative and the reconciliations, with the pack rebuilt around whatever the mock exercise exposed.

Who does what

Legal counsel owns legal due diligence and the legal opinions. Accountants own the financial statements. We own the organisation, the narrative and the consistency between them.

Limits worth stating

It cannot produce documents that were never created, and it does not make an issue disappear: it makes it explained, or makes it visible early enough to fix.

It is not legal or tax due diligence, and it is not a valuation: valuation and unit economics.

It does not negotiate the deal, and it does not guarantee a transaction closes.

Related work

Where the process reaches an investment committee, the pack sits behind a document written for that room: investment memorandum.