Due Diligence

A buyer looks at everything. What they find changes the price, the warranties, or both.

Due diligence is where an abstract price becomes a real one. And in an owner-managed business it turns up the same handful of things with remarkable consistency — all of which are far cheaper to fix before a buyer finds them than to concede on afterwards.

What Is Asked For, and What Turns Up

The scope is broad: corporate matters — constitution, share capital, shareholder arrangements, registers and filings; contracts, especially anything with change-of-control, assignment or exclusivity provisions; property, owned or leased, and the assignment terms of any lease; employees, their terms, service, benefits and any live issues; intellectual property, including whether the company actually owns its own brand, software licences and domains; litigation, live or threatened; regulatory matters, licences and insurance. What it finds in an Irish SME is depressingly predictable: key customer relationships with no written contract, or contracts expired years ago and running on by habit. A lease with little time left or restrictions on assignment. IP, domains or licences in an individual’s name rather than the company’s. Registers and filings out of date. Employment terms never issued in writing, or contractor arrangements that look a good deal like employment. Shareholder arrangements agreed verbally a decade ago. And personal guarantees the owner had forgotten. None of it is unusual. All of it is findable in advance.

How Findings Change the Deal — and How to Prepare

Three outcomes, and each transfers risk back to the seller. The price drops, where the finding reduces what is actually being bought. A retention or indemnity appears, where the buyer will not carry a quantifiable risk — money held back on completion, or a specific promise to reimburse if the risk crystallises. Or the warranties expand, where the buyer wants the seller to stand personally behind something that cannot be verified. Preparation is the answer to all three, and it means assembling the material before going to market rather than under time pressure inside an exclusivity period: constitution, register and filings current; written contracts with key customers and suppliers; the lease read properly with the assignment provisions identified; written employment terms; confirmation that IP, domains and licences sit with the company; a schedule of guarantees, charges and finance. Then the item sellers resist and should not: an honest list of what a buyer will find that you would rather they did not. Raising it yourself is a materially stronger position than being found out — and it becomes proper disclosure, which is what limits your warranty exposure. A matter not disclosed is a matter you have effectively warranted against.

Want to Know What They Will Find?

The readiness check runs the same questions a buyer's solicitor will ask, and produces a gap list ordered by what will delay the deal or reduce the price.

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Due Diligence - FAQs

Broadly: corporate matters, including the company’s constitution, share capital, shareholder arrangements, registers and filings; contracts, meaning customer and supplier agreements, and anything containing change-of-control, assignment or exclusivity provisions; property, whether owned or leased, and the terms of any lease including assignment restrictions; employees, their terms, service, benefits and any live issues; intellectual property, including whether the company actually owns its brand, software licences and domains; litigation and disputes, live or threatened; regulatory matters and licences; and insurance. A buyer’s solicitor works from a list, and the list is long. Preparing for it is largely a matter of finding out in advance which answers you do not have.

General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.

Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.

No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.

Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.

No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.

Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.