In due diligence you need a clear picture: which findings are minor, and which change the price, the SPA terms or the case for the acquisition.
That means you can react before you sign the documents.
This matters especially when you are under time pressure, in a competitive process, or need to “deliver” a decision to the management board or an investment committee. In that situation what counts is a hierarchy of risks, clear recommendations and findings you can defend in discussion.
Mateusz Sawaryn
Managing Partner Counsel
Our solution
A review that leads to a decision (and to concrete SPA drafting)
We match the scope to the transaction objective and to what can change valuation, terms or the decision to proceed. From the start you know what we check, why, and what conclusion should follow for negotiation and closing.
Defining the review objective and priorities
At the outset we define which decision the review should support and which areas are critical in your transaction.
- we define the business and transactional objective of the review
- we identify the key risk areas
- we match the scope to the transaction type and process stage
- we set analysis priorities and the working mode
Analysis of key legal areas
We analyse the areas that most often decide the security and commercial sense of your entry.
- we analyse corporate and ownership structure
- we verify key contracts and obligations
- we check IP rights and how they are protected
- we assess regulatory compliance and operational risks
- we identify risks tied to key people and the company’s operating model
Risk prioritisation
We organise findings by their real impact on your transaction – because not all of them carry the same weight.
- we separate red flags from secondary risks
- we assess the impact of risks on valuation
- we check the impact on structure and closing security
- we flag areas that need an immediate response
- we organise risks by their business weight
Transaction recommendations
We translate legal findings into concrete negotiation moves and protections in the transaction.
- we identify risks that affect price
- we recommend protective mechanisms in the transaction
- we propose drafting for warranties and indemnities (representations and warranties and indemnity liability)
- we identify areas for escrow, earn-out or conditions precedent (pre-closing conditions)
- we show which risks are worth using in negotiation
A list of concrete recommendations for negotiations and transaction documents.
Who this service is for
For teams that want to buy a business - not surprises
This approach works when the decision is material, time is short, and the cost of a mistake returns after closing as expense, dispute or an operational problem.
For buy-side teams
Strategic due diligence works when you need more than a risk list. You want to know whether the transaction still makes sense, what needs renegotiation and which protections should sit in the SPA.
This approach is useful when a decision matters, time is short, and the cost of a mistake may return after closing as an expense, dispute or operational problem.
You are planning to acquire a technology company because you see growth and synergies. You want to check, however, whether its IP, key agreements and way of operating genuinely support your strategy-or merely look good in the seller’s presentation.
Why this matters to you: you get an answer on whether the transaction still makes sense-and what needs to go into the terms to make the acquisition safer.
You are building growth through acquisitions and do not want to take on corporate, regulatory or contractual disorder that will later affect your team and operating results.
Why this matters to you: you get risk priorities and practical recommendations for addressing them, without an overlong commentary.
You are coordinating the process for the buyer: gathering material for the management board, managing document circulation and making sure the process does not descend into chaos.
Why this matters to you: you have clear priorities, material you can share with others and a partner who keeps the process on track.
Management boards and owners planning an acquisition
You build growth through acquisitions and never want to take on corporate, regulatory or contractual problems with the business that will burden the team and operating result after closing.
People coordinating the due diligence process
You connect the work of the management board, finance, lawyers, advisers and the operations team. You need clear priorities, efficient information flow and material you can present to decision-makers.
Due diligence is most often commissioned by the buyer:
Work stages
A process that gives control from the first conversation to the transaction decision
We work so you quickly see what matters, what needs a decision and what the next step is. You receive structured findings and clear recommendations you can use in the process straight away.
Setting the transaction objective and scope of review
In an initial workshop, we establish the decision the review should support, the critical areas and the depth of analysis suited to the transaction.
Analysis and prioritisation of business-critical risks
We review documents, examine critical areas and flag red flags as we go. We distinguish technical risks from those that affect the decision or deal terms.
Turning findings into transaction decisions
We assess how risks affect price, deal structure and protections. We develop negotiation recommendations and materials for decision-makers.
Decision and transaction support
We discuss the recommended scenario, help carry the findings into the SPA and organise the steps to close the transaction or exit the process.
Contact us
Check the transaction before you sign the SPA
A good decision at the due diligence stage often saves months of disputes, post-closing costs and renegotiations you never planned.
Write briefly: what type of transaction it is, where you are in the process and what concerns you most. We will say what review scope makes sense and where the risks that change terms most often sit.
Mateusz Sawaryn