What is due diligence, and what do investors actually look at?
The verification process between agreeing terms and money arriving — where an investor checks that what they were told is true, and where deals most often slow down or collapse.
Why it exists. A term sheet is agreed on representations. Due diligence tests them, and identifies risks that change the price, the terms, or whether the deal proceeds at all.
Commercial diligence. Does the business work? Customer references and calls, market size, competitive position, pipeline quality, and — critically — whether reported metrics can be reproduced from raw data. Investors will rebuild your numbers themselves.
Financial diligence. Historic accounts, management accounts, revenue recognition, margins, working capital, and the quality of forecasting — specifically whether past forecasts proved accurate, which is treated as evidence about management.
Legal diligence, where most deals actually get stuck:
Corporate records — the share register, board minutes, resolutions, filings. Gaps take time to reconstruct.
The cap table, reconciled to the legal record.
Intellectual property ownership. This is the classic failure. Work done by contractors or by founders while employed elsewhere may not belong to the company without an assignment. Discovering this late is expensive and occasionally fatal.
Employment — contracts, contractor status, share scheme documentation.
Key contracts, especially change of control clauses that let a customer terminate on acquisition.
Litigation and disputes.
Technical diligence for software businesses — architecture, security, licence compliance for open-source components, and key-person dependency.
What makes it go badly: disorganised records; discovering problems the investor finds rather than disclosing them; metrics that cannot be reproduced; and slow responses, which read as either disorganisation or concealment.
What makes it go well: a data room prepared in advance; disclosing known problems early and in writing, since almost nothing is fatal if disclosed and most things are if discovered; and a single person coordinating responses.
It cuts both ways. Reference the investor with founders they have backed, including ones whose companies struggled — that is where the informative answers are.
General information, not legal advice.