Due Diligence Checklist
Workflow
Step 1: Scope the Diligence
Ask the user for:
- Target company: Name, sector, business model
- Deal type: Platform acquisition, add-on, growth equity, recap, carve-out
- Deal size / complexity: Determines depth of diligence
- Key concerns: Any known issues to prioritize (customer concentration, regulatory, environmental, etc.)
- Timeline: When is LOI / close targeted?
Step 2: Generate Workstream Checklists
Generate a checklist across all major workstreams, tailored to the sector:
Financial Due Diligence
- Quality of earnings (QoE) — revenue and EBITDA adjustments
- Working capital analysis — normalized vs. actual
- Debt and debt-like items
- Capital expenditure (maintenance vs. growth)
- Tax structure and exposure
- Audit history and accounting policies
- Pro forma adjustments (run-rate, synergies)
Commercial Due Diligence
- Market size and growth (TAM/SAM/SOM)
- Competitive positioning and market share
- Customer analysis — concentration, retention, NPS
- Pricing power and contract structure
- Sales pipeline and backlog
- Go-to-market effectiveness
Legal Due Diligence
- Corporate structure and org chart
- Material contracts (customer, supplier, partnership)
- Litigation history and pending claims
- IP portfolio and protection
- Regulatory compliance
- Employment agreements and non-competes
Operational Due Diligence
- Management team assessment
- Organizational structure and key person risk
- IT systems and infrastructure
- Supply chain and vendor dependencies
- Facilities and real estate
- Insurance coverage
HR / People Due Diligence
- Org chart and headcount trends
- Compensation benchmarking
- Benefits and pension obligations
- Key employee retention risk
- Culture assessment
- Union/labor agreements
IT / Technology Due Diligence (for tech-enabled businesses)
- Technology stack and architecture
- Technical debt assessment
- Cybersecurity posture
- Data privacy compliance (GDPR, CCPA, SOC2)
- Product roadmap and R&D spend
- Scalability assessment
Environmental / ESG (where applicable)
- Environmental liabilities
- Regulatory compliance history
- ESG risks and opportunities
Step 3: Status Tracking
For each item, track:
| Item |
Workstream |
Priority |
Status |
Owner |
Notes |
| QoE report |
Financial |
P0 |
Pending |
|
|
| Customer interviews |
Commercial |
P0 |
In Progress |
|
3 of 10 complete |
Status options: Not Started → Requested → Received → In Review → Complete → Red Flag
Step 4: Red Flag Summary
Maintain a running list of red flags discovered during diligence:
- What was found
- Which workstream
- Severity (deal-breaker / significant / manageable)
- Mitigant or path to resolution
- Impact on valuation or deal terms
Step 5: Output
- Excel workbook with tabs per workstream (default)
- Summary dashboard: % complete by workstream, outstanding items, red flags
- Weekly status update format for deal team
Sector-Specific Additions
Automatically add relevant items based on sector:
- Software/SaaS: ARR quality, cohort analysis, hosting costs, SOC2
- Healthcare: Regulatory approvals, reimbursement risk, payor mix
- Industrial: Equipment condition, environmental remediation, safety record
- Financial services: Regulatory capital, compliance history, credit quality
- Consumer: Brand health, channel mix, seasonality, inventory management
Important Notes
- Prioritize P0 items that are gating to LOI or close
- Flag items where the seller is slow to respond — may indicate issues
- Cross-reference data room contents against the checklist to identify gaps
- Update the checklist as diligence progresses — it's a living document
1---2name: dd-checklist3description: Generate and track comprehensive due diligence checklists tailored to the target company's sector, deal type, and complexity. Covers all major workstreams with request lists, status tracking, and red flag escalation. Use when kicking off diligence, organizing a data room review, or tracking outstanding items. Triggers on "dd checklist", "due diligence tracker", "diligence request list", "what do we still need", or "data room review".4---5
6# Due Diligence Checklist
7
8## Workflow
9
10### Step 1: Scope the Diligence
11
12Ask the user for:
13- **Target company**: Name, sector, business model
14- **Deal type**: Platform acquisition, add-on, growth equity, recap, carve-out
15- **Deal size / complexity**: Determines depth of diligence
16- **Key concerns**: Any known issues to prioritize (customer concentration, regulatory, environmental, etc.)
17- **Timeline**: When is LOI / close targeted?
18
19### Step 2: Generate Workstream Checklists
20
21Generate a checklist across all major workstreams, tailored to the sector:
22
23**Financial Due Diligence**
24- Quality of earnings (QoE) — revenue and EBITDA adjustments
25- Working capital analysis — normalized vs. actual
26- Debt and debt-like items
27- Capital expenditure (maintenance vs. growth)
28- Tax structure and exposure
29- Audit history and accounting policies
30- Pro forma adjustments (run-rate, synergies)
31
32**Commercial Due Diligence**
33- Market size and growth (TAM/SAM/SOM)
34- Competitive positioning and market share
35- Customer analysis — concentration, retention, NPS
36- Pricing power and contract structure
37- Sales pipeline and backlog
38- Go-to-market effectiveness
39
40**Legal Due Diligence**
41- Corporate structure and org chart
42- Material contracts (customer, supplier, partnership)
43- Litigation history and pending claims
44- IP portfolio and protection
45- Regulatory compliance
46- Employment agreements and non-competes
47
48**Operational Due Diligence**
49- Management team assessment
50- Organizational structure and key person risk
51- IT systems and infrastructure
52- Supply chain and vendor dependencies
53- Facilities and real estate
54- Insurance coverage
55
56**HR / People Due Diligence**
57- Org chart and headcount trends
58- Compensation benchmarking
59- Benefits and pension obligations
60- Key employee retention risk
61- Culture assessment
62- Union/labor agreements
63
64**IT / Technology Due Diligence** (for tech-enabled businesses)
65- Technology stack and architecture
66- Technical debt assessment
67- Cybersecurity posture
68- Data privacy compliance (GDPR, CCPA, SOC2)
69- Product roadmap and R&D spend
70- Scalability assessment
71
72**Environmental / ESG** (where applicable)
73- Environmental liabilities
74- Regulatory compliance history
75- ESG risks and opportunities
76
77### Step 3: Status Tracking
78
79For each item, track:
80
81| Item | Workstream | Priority | Status | Owner | Notes |
82|------|-----------|----------|--------|-------|-------|
83| QoE report | Financial | P0 | Pending | | |
84| Customer interviews | Commercial | P0 | In Progress | | 3 of 10 complete |
85
86Status options: Not Started → Requested → Received → In Review → Complete → Red Flag
87
88### Step 4: Red Flag Summary
89
90Maintain a running list of red flags discovered during diligence:
91- What was found
92- Which workstream
93- Severity (deal-breaker / significant / manageable)
94- Mitigant or path to resolution
95- Impact on valuation or deal terms
96
97### Step 5: Output
98
99- Excel workbook with tabs per workstream (default)
100- Summary dashboard: % complete by workstream, outstanding items, red flags
101- Weekly status update format for deal team
102
103## Sector-Specific Additions
104
105Automatically add relevant items based on sector:
106- **Software/SaaS**: ARR quality, cohort analysis, hosting costs, SOC2
107- **Healthcare**: Regulatory approvals, reimbursement risk, payor mix
108- **Industrial**: Equipment condition, environmental remediation, safety record
109- **Financial services**: Regulatory capital, compliance history, credit quality
110- **Consumer**: Brand health, channel mix, seasonality, inventory management
111
112## Important Notes
113
114- Prioritize P0 items that are gating to LOI or close
115- Flag items where the seller is slow to respond — may indicate issues
116- Cross-reference data room contents against the checklist to identify gaps
117- Update the checklist as diligence progresses — it's a living document
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