Legal & Ownership
Entity standing, beneficial ownership, authority, title, contracts, disputes and transfer restrictions.
Due diligence is not a document-collection exercise. Its purpose is to test whether the economic, legal and operating assumptions behind a transaction remain credible when independent evidence is reviewed.
Institutional diligence should be proportionate to the transaction, but the core principle is constant: material risks must be identified before they become closing conditions, financing problems or post-acquisition surprises.
Entity standing, beneficial ownership, authority, title, contracts, disputes and transfer restrictions.
Revenue quality, margins, working capital, debt, taxes, cash conversion, related parties and off-balance-sheet obligations.
Customers, pricing, concentration, competition, market durability, pipeline quality and contract economics.
Capacity, assets, maintenance, management depth, suppliers, systems, production and key-person dependencies.
Licences, permits, IP, cybersecurity, environmental obligations and sector-specific technical evidence.
Change-of-control, financing conditions, security, warranties, indemnities and post-closing obligations.
The purpose of diligence is not to prove that a company is perfect. It is to understand risk well enough to price it, allocate it, protect against it or decide not to accept it. Findings may change valuation, financing, governance rights, closing conditions or transaction structure.
Where evidence remains incomplete on a material issue, the correct institutional response is to keep the transaction in verification rather than allow momentum to substitute for certainty.