Quick Summary
Due diligence is the investigation and analysis of a company or organization done before an acquisition, investment, or partnership to confirm facts and assess risks.
Due diligence is the process of thoroughly investigating a business or investment opportunity before completing a transaction. It helps buyers, investors, or partners understand what they are getting into, identify risks, and verify claims made by the target company.
Types of Due Diligence
| Type | Focus Areas |
|---|---|
| Financial DD | Financial statements, projections, tax returns, working capital |
| Legal DD | Contracts, litigation, IP, compliance, corporate structure |
| Commercial DD | Market size, competition, growth strategy, customers |
| Technical DD | Technology stack, code quality, scalability, security |
| HR DD | Employee contracts, benefits, culture, key personnel |
| Tax DD | Tax compliance, liabilities, structuring |
Due Diligence Process
- Planning: Define scope, objectives, and timeline
- Information Request: Send DD checklist to target company
- Data Room: Access organized documents and information
- Analysis: Review and verify all information
- Management Interviews: Meet with key team members
- Site Visits: Visit offices/facilities if applicable
- Findings Report: Document issues, risks, and recommendations
- Negotiation: Address findings in deal terms or price
Common Due Diligence Documents
- Financial statements (3-5 years)
- Tax returns and filings
- Cap table and shareholder agreements
- Material contracts (customer, vendor, employment)
- IP documentation (patents, trademarks, copyrights)
- Corporate governance documents
- Litigation and legal compliance records
- Insurance policies
- Employee records and benefits
Red Flags in Due Diligence
- Inconsistent financial records
- Undisclosed liabilities or litigation
- Unclear IP ownership
- Customer concentration risk
- Key person dependency
- Regulatory non-compliance
- Related party transactions
- Declining financial performance
Startup Due Diligence Timeline
- Seed Stage: 1-2 weeks (lighter DD)
- Series A: 2-4 weeks
- Series B+: 4-8 weeks (more comprehensive)
- M&A: 1-3 months (extensive)
Key Points
- Investigation before investment or acquisition
- Types: Financial, Legal, Commercial, Technical
- Identifies risks and verifies claims
- Uses data room for document sharing
- Red flags can affect deal terms or valuation
- Timeline varies by deal size and stage