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Due Diligence

The purchase and sale of companies or parts of companies offers both opportunities and risks. The buyer is often not sufficiently familiar with the economic situation of the potential target company. However, a thorough understanding of the target company is essential for the buyer's own purchase price determination, financing by external third parties or the future positioning and integration of the company. Due diligence (literally: “due care”) serves this understanding and is therefore an essential basis for a successful transaction.

You benefit from our services not only as a potential buyer. Sellers can also position themselves more advantageously in the transaction process with the help of our advice. For example, we offer you vendor due diligence and the preparation of a fact book or other marketing tools as part of a professional bidding process.

Our experienced transaction experts offer you highly qualified advice on all relevant issues, prepare the essential information for all addressees in an appropriate manner and, incidentally, take a considerable amount of time off your hands. In this way, we lay the foundations for successful negotiations for you as a buyer or seller.

We offer you due diligence support in the following disciplines:

Financial Due Diligence »
Tax Due Diligence »
Legal Due Diligence »
IT Due Diligence »
Digital Due Diligence »
Commercial Due Diligence »
Real Estate Due Diligence »
Other Due Diligence areas »

The particular strengths of our approach to transaction consulting

No two transactions are the same. Despite our standards, we consider the individual consideration of the specific circumstances of a target company and the transaction itself to be a decisive factor in the success of your project. This applies equally to institutional and strategic investors. We work with you to develop customized and, if necessary, graduated scopes of investigation which, by focusing on the essential aspects, lead to a reduction in time and costs. It is often possible to start with a so-called “red flag due diligence”. This concentrates on the search for deal breakers and keeps the decision on further due diligence investigation areas open.

You receive our due diligence support from a single source. We work in interdisciplinary teams (e.g. financial, tax and legal), both nationally and seamlessly across national borders with our own offices. Our due diligence projects are always managed by an experienced manager who is also your permanent point of contact.

In all analyses, the focus is on gathering transaction-relevant information for company valuation, for purchase agreement and in particular purchase price negotiations, for financing considerations and, if necessary, for a purchase price allocation and any integration. Our approach of always carrying out customized analyses for you leads to individually varying scopes of work, from the investigation of individual aspects to fully comprehensive projects.

Financial Due Diligence

Meaningful financial due diligence often includes the following points:

Identification of key success factors for future development, in particular the analysis of sales/performance factors and the analysis of cost components
Determination of normalized operating results (EBIT/EBITDA) by eliminating special effects
Derivation of normalized working capital levels, cash flows, etc.
Examination of financing structures and identification of debt and debt-like items
Critical assessment of budgeting and derivation of meaningful scenario calculations

At your request, we can determine an indicative enterprise value for the target company based on the results of the due diligence.

Tax Due Diligence

We examine and assess tax risks of the target company that could lead to financial obligations to the tax authorities and check whether sufficient provisions have been made in the balance sheet. Our analyses provide information for the assessment of the purchase price and the drafting of the company purchase agreement (guarantees, exemptions, etc.).

We determine the current tax status of your target company, identify its specific tax risks and provide advice on (optimizing) the tax structure of your planned transaction.

Legal Due Diligence

The aim of legal due diligence is to review the legal risks and opportunities of a transaction and to identify possible solutions for identified risks. On request, we are also happy to assist in eliminating these risks. The subject of legal due diligence is, in particular, the review of the entire corporate structure of the target company/companies, including the formation process up to the current structure, the essential business assets and contractual relationships with regard to their existence, enforceability and sustainability, the review of the labor law and collective bargaining situation, industrial property rights, public law approvals and legal disputes.

At your request, we can also assist you with contract negotiations.

IT Due Diligence

Our IT due diligence is based on the respective business model of the target company and examines the IT infrastructure, organization and strategy.

As part of our analysis, we first identify the key influencing factors and components of IT in order to determine their priority and contribution to the company's success. We then examine the individual key topics with the help of data analyses and expert interviews.

In this process, we examine both the technical infrastructure and the software architecture in terms of quality, maintenance, scalability and documentation. In addition, we assess the organization, costs, expertise and processes of the personnel. We also examine the contracts with third-party providers with regard to their services and conditions. At the end of our IT due diligence, you will receive a comprehensive assessment of the current IT in the target company.

Digital Due Diligence

As part of our digital due diligence, we evaluate all topics that are relevant to the future viability of the company across all divisions.

Our analyses focus on reviewing existing and future risks due to digital dependencies or technical obsolescence. In this context, we also examine the digital skills of staff as well as digital processes and interfaces. We also examine the future viability and stability of the IT infrastructure and the bridge between IT planning and the company's strategy.

As a result of our digital due diligence, you will receive a detailed analysis of the weaknesses, opportunities and risks of the technological, commercial and digital infrastructure.

At your request, we will prepare recommendations for action for post-merger integration based on the results of the due diligence

Read more about » Digital Due Diligence

Commercial Due Diligence

We analyze the prospects for success of the business model and the foundations of the target company's future performance in two steps in order to identify strategic and operational opportunities and risks.

The internal, performance-based analysis focuses on the company's input, output, material resources/technologies, personnel and organization and any synergy potential. In the external environmental analysis, we examine and assess the industry structure, market development and market potential, competitive position and macroeconomic influences.

Real Estate Due Diligence

Our real estate experts determine the value of properties and/or assess properties with the aim of providing you with cost (planning) certainty. To this end, any structural damage and defects are assessed and repair costs, regular maintenance costs and cost risks from contaminated sites, building pollutants and other factors are estimated.

In addition, our lawyers provide all legal auditing services relating to real estate.

We examine other areas of due diligence in cooperation with experts from our business areas, in particular