M&A Due Diligence Checklist: What Buyers and Sellers Should Review
By Dion Macbeth, California attorney
Due diligence is the process of turning an attractive deal into an informed decision. It should surface risks early enough to change the price, structure, protections, or decision to proceed.
Review the assets that create value
Buyers typically examine ownership, material contracts, customer concentration, intellectual property, employees, real estate, tax history, insurance, litigation, cybersecurity, and regulatory compliance. Sellers benefit from organizing this information before a buyer asks for it.
Turn findings into deal protection
Diligence findings may affect representations, indemnities, escrow, covenants, closing conditions, or the transaction structure. A checklist is useful, but judgment is needed to distinguish a manageable issue from a deal-breaking one.
Common Questions
Further Detail
Timing depends on the company, transaction structure, industry, and quality of the records. A focused process can take weeks, while complex deals may take considerably longer.
Yes. A clean data room, organized corporate records, contract review, and early issue-spotting can reduce surprises and improve negotiating leverage.
Legal Guidance
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