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Due Diligence Checklist

A comprehensive checklist covering the key areas of M&A due diligence. Use this as a starting point and customize based on the specific transaction and industry.

15 min read • Last updated January 2026

Due diligence is the process of investigating and verifying information about a target company before completing an acquisition. A thorough due diligence process reduces risk, validates assumptions, and often uncovers issues that affect deal terms or structure.

This checklist is organized into four main categories: Financial, Legal, Operational, and Commercial. Each category includes key items to request and review. The specific items needed will vary based on the industry, transaction size, and deal structure.

Financial Due Diligence

Historical financial statements (3-5 years)
Monthly/quarterly financial reports (trailing 24 months)
Revenue breakdown by customer, product, geography
Gross margin analysis by product/service line
Working capital analysis and seasonality
Capital expenditure history and projections
Debt schedules and loan agreements
Tax returns and tax provision workpapers
Accounts receivable aging and bad debt history
Accounts payable aging and vendor terms

Legal Due Diligence

Corporate formation documents and bylaws
Shareholder/operating agreements
Board minutes and resolutions
Material contracts and agreements
Intellectual property documentation
Litigation history and pending matters
Regulatory filings and compliance records
Insurance policies and claims history
Real estate leases and property documents
Employment agreements and restrictive covenants

Operational Due Diligence

Organizational structure and headcount
Key employee identification and retention risk
Compensation and benefits summary
IT systems and infrastructure overview
Vendor and supplier relationships
Facilities and equipment condition
Quality control processes and metrics
Customer service and support operations
Supply chain and logistics overview
Environmental compliance and assessments

Commercial Due Diligence

Customer list with revenue and tenure
Customer concentration analysis
Customer contract terms and renewal rates
Sales pipeline and backlog
Market size and competitive landscape
Competitive positioning and differentiation
Pricing strategy and history
Marketing spend and ROI analysis
Sales team structure and compensation
Growth opportunities and market trends

Tips for Effective Due Diligence

  • Start organized: Use a structured request list and track completion status from day one.
  • Prioritize: Focus on deal-breakers and high-impact items first.
  • Ask follow-up questions: Initial documents often raise more questions than they answer.
  • Involve specialists: Bring in experts for legal, tax, IT, and environmental reviews as needed.
  • Document everything: Maintain clear records of what was reviewed and any issues identified.

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