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Disputes, Diligence & Resolution

Due Diligence — Know Before You Commit

Every deal, investment, and partnership rests on assumptions about the other side. Due diligence tests those assumptions — financial, legal, secretarial, tax — before you commit capital or sign. We diligence like we're spending our own money, because our clients are spending theirs.

4workstreams — financial, legal, tax, secretarial
Pricedfindings translated to deal terms
Red flagsgraded by severity and fixability
Deal-readyreports the other side can't dismiss

What is due diligence, in plain words?

Due diligence is the systematic investigation of a target company before a transaction: financial DD (quality of earnings, working capital, debt-like items, cash flows), legal DD (contracts, litigation, title, regulatory), secretarial DD (corporate records, filings, capital history), and tax DD (positions, exposures, structuring).

The output isn't a clean chit — it's a priced understanding of what you're buying. Findings get graded (deal-breaker, price adjustment, warranty, or note), and each maps to a deal response: walk away, pay less, protect via escrow, or accept knowingly. Diligence that doesn't change the deal was theatre.

How do you know you need this?

Signal 01

Acquirers — the classic case. Buying a company without diligence is buying its problems at full price. Investors — PE, VC, strategic — where the investment thesis depends on the target being what it claims.

Signal 02

Lenders taking exposure, joint-venture partners contributing capital or brand, and companies onboarding critical vendors or partners where the relationship's scale justifies the cost. Also: sellers doing vendor diligence — investigating yourself before the buyer does, so there are no surprises.

What we actually do.

1

Financial due diligence

Quality of earnings, normalised EBITDA, working capital analysis, debt and debt-like items, cash-flow sustainability, related-party economics. The numbers behind the numbers — what the business actually earns, in cash, sustainably.

2

Legal due diligence

Material contracts reviewed (change-of-control, termination, liability), litigation assessed, title and IP verified, regulatory compliance tested. The legal skeleton, X-rayed.

3

Secretarial due diligence

Corporate records, filing history, capital issuances, board processes — the compliance biography. Secretarial gaps predict broader discipline problems; we read them as signals.

4

Tax due diligence

Direct and indirect tax positions, open assessments, exposures quantified, structuring reviewed. Tax skeletons are the most expensive kind — they come with interest and penalty.

5

Red-flag reports

Executive-grade reporting: findings graded by severity, each with the deal implication — price, protection, or walk-away. Reports written for decision-makers, not file-keepers.

6

Vendor diligence

Sell-side diligence: we investigate you before the buyer does, remediate what’s fixable, and disclose the rest on your terms. Findings you volunteer are items; findings they discover are problems.

What it costs, and how long it takes.

How long it takes

Fixed-fee per diligence, scoped to target size and workstream depth — a single-entity SME and a multi-entity group are different assignments. Red-flag (limited scope) vs comprehensive: we recommend honestly based on the deal.

What it costs

Timelines: 2–4 weeks for focused diligences; 4–8 weeks for comprehensive multi-workstream. Deal timetables drive us — we staff to yours.

Where we see this go wrong.

Watch out

Diligence as confirmation

Hiring advisors to validate a decided deal. The findings get rationalised, the red flags get explained away, and the acquisition closes on hope. Diligence must have the power to kill the deal — or it's theatre.

Watch out

Scope too narrow

Financial DD only, skipping tax and secretarial — where the bodies usually are. The workstreams exist because each finds what the others miss.

Watch out

Ignoring the report

The diligence report that gets filed while the deal closes on original terms. Every material finding needs a deal response — price, protection, or documented acceptance. No finding without a response.

How the engagement works.

Step 01

Scope

Deal context, risk areas, workstream depth. The diligence plan, agreed.

Step 02

Execute

Data room review, management discussions, verification. Findings as they emerge — no surprises at the end.

Step 03

Report

Graded findings with deal implications. The decision document.

Step 04

Negotiate

Findings translated into price adjustments, warranties, escrows. Diligence that changes the deal.

Questions we hear.

Scoped to target size and depth — fixed fee quoted upfront. Red-flag reviews cost less than comprehensive; we recommend based on the deal's risk profile.

2–4 weeks focused; 4–8 weeks comprehensive. We staff to deal timetables.

Yes — and we recommend it for significant transactions. Finding your own issues first is always cheaper than the buyer finding them.

Red-flag is targeted: key risks, quickly. Comprehensive is systematic: every workstream, fully. The deal size and risk determine which.

Yes — we run the financial/secretarial/tax workstreams and coordinate with legal counsel. One diligence, not parallel ones.

If the findings warrant it, yes — and that's the point. More often, diligence reprices or restructures the deal. A killed bad deal is diligence succeeding.

Financials (3–5 years), tax filings, corporate records, material contracts, litigation list, and HR and compliance records. We issue a precise request list — vague requests get vague responses.

Only partially — public records and discreet enquiries go so far, but real diligence needs cooperation. Surprise diligence is an oxymoron past a point.

Where material — site visits for manufacturing, real estate, and inventory. Paper assets and real assets diverge more often than you'd think.

Then the report says so, prominently — restricted scope is itself a finding. Sellers who hide things are telling you something.

Disputes, Diligence & Resolution

Start with a conversation.

Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.

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