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Due Diligence

Professional due diligence solicitors for business transactions, acquisitions and investment reviews. Comprehensive legal and commercial investigation.

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All due diligence work handled by fully SRA regulated solicitors and law firms.

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What is Due Diligence?

Due diligence is a critical process in any business transaction, providing essential insights into risks, opportunities, and deal structure. Whether you're buying a business, making an investment, or entering a strategic partnership, thorough due diligence protects your interests and informs your decision-making.

What Our Due Diligence Solicitors Can Help With

  • Legal Due Diligence: Comprehensive legal risk assessment and compliance review
  • Commercial Due Diligence: Business model analysis and market position assessment
  • Financial Due Diligence Coordination: Working with accountants on financial analysis
  • Regulatory Due Diligence: Sector-specific compliance and licensing reviews
  • Tax Due Diligence Support: Coordination with tax advisors on structure optimization
  • Environmental Due Diligence: Environmental compliance and liability assessment
  • Technology Due Diligence: IT systems, IP, and digital asset evaluation
  • Due Diligence Report Preparation: Comprehensive findings and risk assessment documentation

Types of Due Diligence

Buy-Side Due Diligence:

  • Comprehensive target company investigation
  • Risk identification and mitigation planning
  • Valuation support and price justification
  • Deal structure optimization recommendations
  • Integration planning and synergy assessment

Sell-Side Due Diligence:

  • Vendor due diligence to accelerate sale process
  • Issue identification and resolution before marketing
  • Data room preparation and management
  • Disclosure schedule preparation
  • Warranty and indemnity risk assessment

Investment Due Diligence:

  • Private equity and venture capital investment reviews
  • Management team assessment and capabilities
  • Growth strategy validation and feasibility
  • Exit strategy planning and value creation
  • Governance and control structure optimization

Legal Due Diligence Areas

Corporate Structure & Governance:

  • Corporate History: Company formation, changes, and restructuring history
  • Share Capital: Share structure, classes, and ownership history
  • Board & Management: Director appointments, removals, and governance compliance
  • Corporate Documentation: Articles, board minutes, and statutory registers
  • Group Structure: Subsidiary relationships and intercompany arrangements

Material Contracts & Commitments:

  • Customer Contracts: Key customer agreements, terms, and renewal prospects
  • Supplier Agreements: Critical supplier relationships and dependency risks
  • Distribution & Agency: Channel partner agreements and territorial rights
  • Joint Ventures & Partnerships: Strategic alliance agreements and commitments
  • Financing Arrangements: Loan agreements, security, and covenant compliance

Employment & Pensions:

  • Employment Contracts: Senior management and key employee agreements
  • Employee Benefits: Pension schemes, share options, and incentive plans
  • Employment Policies: HR procedures, disciplinary records, and compliance
  • Industrial Relations: Union relationships, collective agreements, and disputes
  • TUPE Implications: Transfer of employment obligations and liabilities

Intellectual Property Due Diligence

IP Portfolio Assessment:

  • Patent Portfolio: Patent ownership, validity, and infringement risks
  • Trade Marks: Brand protection, registration status, and enforcement
  • Copyright & Design Rights: Creative works ownership and licensing arrangements
  • Trade Secrets: Confidential information protection and employee obligations
  • Domain Names: Digital asset ownership and management

IP Commercial Arrangements:

  • Technology licensing agreements and royalty obligations
  • R&D collaboration and IP sharing arrangements
  • Employee IP assignment and invention policies
  • Third-party IP dependencies and licensing risks
  • IP litigation history and ongoing disputes

Regulatory & Compliance Due Diligence

Sector-Specific Compliance:

  • Financial Services: FCA authorization, permissions, and regulatory compliance
  • Healthcare & Pharmaceuticals: MHRA compliance, clinical trial approvals
  • Technology & Data: GDPR compliance, data processing, and cybersecurity
  • Energy & Environment: Environmental permits, carbon compliance
  • Food & Agriculture: Food safety, labeling, and quality standards

General Compliance Areas:

  • Health and safety compliance and incident history
  • Competition law compliance and market position
  • Anti-bribery and corruption policies and procedures
  • Tax compliance and HMRC relationship history
  • Import/export compliance and trade licenses

Property & Environmental Due Diligence

Real Estate Portfolio:

  • Property Ownership: Freehold and leasehold interests and title verification
  • Lease Arrangements: Commercial leases, rent reviews, and renewal rights
  • Planning & Development: Planning permissions and development potential
  • Property Compliance: Building regulations, health and safety compliance
  • Property Valuations: Market values and investment yields

Environmental Compliance:

  • Environmental permits and license compliance
  • Contamination and remediation liabilities
  • Climate change and carbon reporting obligations
  • Waste management and disposal compliance
  • Environmental insurance and liability coverage

Technology & Cybersecurity Due Diligence

IT Systems & Infrastructure:

  • System Architecture: Technology stack, scalability, and modernization needs
  • Data Management: Data governance, quality, and integration capabilities
  • Cybersecurity: Security controls, incident history, and vulnerability management
  • Software Licensing: Third-party software compliance and licensing costs
  • Digital Transformation: Technology roadmap and investment requirements

Data Protection & Privacy:

  • GDPR compliance and data processing frameworks
  • Cross-border data transfer mechanisms
  • Privacy policy and consent management
  • Data breach history and response procedures
  • Third-party data sharing and processor agreements

Due Diligence Process & Management

Due Diligence Planning:

  1. Scope Definition: Identifying key areas and risk priorities
  2. Team Assembly: Coordinating legal, financial, and specialist advisors
  3. Timeline Planning: Managing due diligence within transaction timeframes
  4. Data Room Setup: Organizing information access and review procedures
  5. Management Presentations: Coordinating management interviews and presentations

Information Gathering & Analysis:

  1. Document Review: Systematic review of corporate and commercial documentation
  2. Management Interviews: Structured discussions with key personnel
  3. Site Visits: Physical inspection of operations and facilities
  4. Third-Party Verification: Confirmation with customers, suppliers, and advisors
  5. Expert Input: Specialist technical, regulatory, or commercial advice

Due Diligence Reporting & Risk Assessment

Due Diligence Report Structure:

  • Executive Summary: Key findings and critical risk assessment
  • Deal Recommendations: Structure optimization and protection mechanisms
  • Risk Matrix: Categorized risk assessment with impact and probability
  • Legal Issues Summary: Material legal risks and recommended actions
  • Commercial Observations: Business model, market position, and growth prospects
  • Action Items: Pre-completion conditions and post-completion integration

Risk Categorization:

  • Deal Breaker Issues: Fundamental problems requiring deal restructure or withdrawal
  • Material Risks: Significant issues requiring specific protection or price adjustment
  • Commercial Risks: Business risks affecting valuation and growth prospects
  • Compliance Issues: Regulatory risks requiring remediation or ongoing monitoring
  • Integration Risks: Post-completion challenges and integration requirements

Due Diligence Costs

Small Transactions (Under £1m):

  • Legal due diligence: £2,000-£8,000
  • Financial due diligence: £3,000-£10,000
  • Commercial due diligence: £5,000-£15,000
  • Total due diligence costs: 1-3% of transaction value

Mid-Market Deals (£1m-£10m):

  • Legal due diligence: £8,000-£25,000
  • Financial due diligence: £10,000-£30,000
  • Commercial due diligence: £15,000-£50,000
  • Total due diligence costs: 1-2% of transaction value

Large Transactions (£10m+):

  • Legal due diligence: £25,000-£100,000+
  • Financial due diligence: £30,000-£150,000+
  • Commercial due diligence: £50,000-£200,000+
  • Total due diligence costs: 0.5-1.5% of transaction value

Why Choose SolicitorConnect for Due Diligence

  • Transaction Specialists: Solicitors with extensive due diligence experience across sectors
  • Risk-Focused Approach: Identifying material issues while maintaining commercial perspective
  • Multi-Disciplinary Teams: Coordinated approach with financial and commercial advisors
  • Technology-Enabled: Modern due diligence tools and data room management
  • Sector Expertise: Industry-specific knowledge and regulatory understanding
  • Practical Reporting: Clear, actionable insights supporting informed decision-making

Thorough due diligence provides essential protection and insights for successful business transactions and investments.

This information is for general guidance only and does not constitute legal advice. For specific legal advice tailored to your situation, please consult with a qualified solicitor.

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Frequently Asked Questions

Common questions about due diligence and how our solicitors can help

Due diligence costs typically represent 1-3% of transaction value, varying by deal size and complexity. Small transactions (under £1m) may cost £10,000-£30,000 total, mid-market deals (£1m-£10m) typically cost £30,000-£100,000, while large transactions (£10m+) can cost £100,000-£500,000+. Legal due diligence usually costs £2,000-£100,000+ depending on scope, financial due diligence costs £3,000-£150,000+, and commercial due diligence costs £5,000-£200,000+. Additional specialist reviews (environmental, IT, tax) add £5,000-£50,000 each. Costs depend on: target company complexity, transaction urgency, regulatory requirements, and geographic scope. Vendor due diligence can reduce buyer costs by providing pre-prepared reports, though buyers often conduct confirmatory reviews.

Due diligence timescales typically range from 4-12 weeks depending on transaction complexity and target size. Simple business acquisitions may complete due diligence in 4-6 weeks, while complex deals can take 12-16 weeks. Phases include: initial information gathering (1-2 weeks), detailed document review (3-6 weeks), management presentations and site visits (1-2 weeks), and report preparation (1-2 weeks). Factors affecting timing include: target company cooperation, information quality and organization, regulatory complexity, international operations, and advisor availability. Compressed timescales for auction processes may require 2-4 weeks with multiple advisor teams. Vendor due diligence conducted pre-sale can accelerate buyer processes. Well-organized data rooms and responsive management teams significantly reduce timescales.

Critical due diligence red flags include: customer concentration risks with over-reliance on major customers, declining financial performance or working capital deterioration, pending or threatened litigation with material exposure, regulatory compliance failures or investigations, key management departures or succession issues, intellectual property disputes or invalidity risks, environmental liabilities or contamination, pension deficits or unfunded obligations, aggressive accounting practices or audit qualifications, and major contract terminations or renegotiations. Market red flags include competitive pressure, technology disruption, or regulatory changes. Operational red flags include outdated systems, poor controls, or health and safety issues. Professional due diligence identifies and quantifies these risks enabling informed decision-making and appropriate risk mitigation.

Due diligence requires multi-disciplinary teams including: corporate lawyers for legal review, accountants for financial analysis, commercial specialists for market assessment, and technical experts for operational evaluation. Legal due diligence should be conducted by qualified solicitors with transaction experience in relevant sectors. Financial due diligence requires chartered accountants with corporate finance expertise. Commercial due diligence often uses strategy consultants or industry specialists. Additional specialists may include: environmental consultants, IT security experts, HR consultants, tax advisors, and regulatory specialists. Team selection should consider: relevant experience, sector knowledge, transaction size appropriateness, and cultural fit with target management. Lead advisors coordinate workstreams ensuring comprehensive coverage while managing costs and timescales effectively.

Due diligence document requirements include corporate records (incorporation documents, board minutes, shareholder registers), financial information (audited accounts, management accounts, budgets, tax returns), commercial contracts (customer agreements, supplier contracts, distribution arrangements), employment documentation (contracts, policies, pension schemes), intellectual property records (registrations, licenses, development agreements), property information (titles, leases, planning permissions), insurance policies, litigation files, regulatory licenses and correspondence. Additional sector-specific documents may include: clinical trial data (healthcare), environmental permits (manufacturing), or software licenses (technology). Well-organized virtual data rooms facilitate efficient review. Target companies should prepare comprehensive document lists early in processes to minimize delays and advisor costs.

Due diligence significantly reduces transaction risks but cannot eliminate them entirely. Comprehensive due diligence identifies most material risks through systematic investigation, but some risks remain inherent including: unknown liabilities, future market developments, management performance changes, and unforeseen circumstances. Due diligence effectiveness depends on: scope and quality of investigation, target company cooperation, advisor expertise, time and budget constraints, and information availability. Hidden liabilities may not be discoverable through reasonable inquiry. Warranty and indemnity insurance can provide additional protection beyond due diligence findings. Professional due diligence provides risk-based assessment enabling informed decision-making while acknowledging remaining uncertainties inherent in business investments.

Due diligence problems can be addressed through various mechanisms: price reduction reflecting identified risks, specific warranties and indemnities for known issues, escrow arrangements holding purchase price pending resolution, completion conditions requiring issue resolution before closing, walk-away rights for material problems, insurance coverage for specific risks, or deal restructuring to avoid problem areas. Materiality thresholds help focus on significant issues rather than minor problems. Some issues may require immediate resolution while others can be managed post-completion. Professional advice helps assess whether problems are deal-breakers, require protection mechanisms, or can be accepted with appropriate risk management. Well-structured processes allow parties to address issues constructively while protecting legitimate interests.

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2

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3

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