M&A Due
Diligence
Every target looks clean in the data room index. We read what's actually in the files — and price what isn't.
Every Finding Has Two Prices. Timing Decides Which One You Pay.
The unverified warning letter commitments, the half-finished dossier module, the QMS that won't survive its next inspection — none of it changes at closing. What changes is who pays for it.
It's Leverage.
A finding surfaced inside the diligence window becomes an instrument of the deal — something your counsel and bankers can act on before the money moves.
- Purchase price adjustment backed by evidence
- Escrow, holdback, or indemnity sized to the real risk
- Closing conditions that force remediation onto the seller
- A clear-eyed walk-away, before the sunk costs pile up
It's Your Problem.
The same finding discovered post-close has no negotiating table left. It lands on your integration budget, your timeline, and eventually your board deck.
- Remediation at 100% your cost, on the agency's clock
- Approval and launch timelines the deal model never priced
- Integration stalled behind someone else's backlog
- Or worse: an inspector finds it before you do
The diligence window is the only time regulatory risk is negotiable. Financial and legal diligence won't catch it: the risk lives in agency correspondence, quality records, and submission files — documents that only read correctly to people who have written and defended them.
Three Seats at the Deal Table. We've Sat in All of Them.
Acquirers, sellers, and investors need the same truth at different moments. The engagement is shaped to the seat you're in.
Buy-Side Diligence
Full regulatory and quality review of the target — data room, agency correspondence, quality records — reported as deal terms, not observations.
- Data room review across regulatory, quality, CMC, clinical
- 483s, warning letters, and CRLs read for what they signal
- Findings mapped to price, escrow, and disclosure schedules
- Support through negotiation and closing conditions
Sell-Side Readiness
Mock diligence on your own asset before the buyer's team arrives — so they find a clean file instead of leverage.
- Pre-sale diligence run the way a buyer would run it
- Data room built to answer questions before they're asked
- Known issues remediated or framed on your terms
- Management prepped for the buyer's expert sessions
Investor & Board Diligence
Technical diligence for PE, venture, and boards: whether the pathway is viable, the timeline is real, and the risk is priced.
- Pre-term-sheet triage from public and confidential data
- Pathway viability and timeline realism, tested against comparables
- The risks the pitch deck omits, in plain language
- Findings presented to your investment committee directly
Six Workstreams. One Question: What Is This Asset Actually Worth?
Scope flexes to the deal — a single in-licensed program reads differently than a company with three sites — but the review always covers the places value quietly leaks.
Regulatory Status & Agency History
What the agency has actually said, versus what the deal book says the agency said. Correspondence is where diligence findings live.
Quality System & GxP Compliance
The QMS reviewed like the inspection the target hasn't had yet — because after close, that inspection is yours.
CMC & Manufacturing
Whether the product can actually be made — at scale, at cost, at the site in the model — after the seller's team walks out.
Clinical & Safety
The data behind the value story: whether the pivotal evidence holds up, and what the safety database says the label will eventually say.
Post-Market Obligations
The standing costs that follow the asset home: commitments, vigilance, and field history the deal model may never have seen.
Data Integrity & Documentation
Whether the records can be trusted at all. If the raw data and the reported data disagree, nothing else in the data room matters.
In exclusivity? Every day of the diligence window you're not looking, the risk stays priced at zero.
Talk to an Expert TodayBuilt for Deal Clocks, Not Consulting Calendars.
Exclusivity windows don't extend because a workstream ran long. The engagement is scoped in days, sequenced around your deal calendar, and reported the way deal teams decide.
Scope to the Thesis
A working session with your deal team: what the valuation assumes, where the thesis is exposed, which workstreams matter for this asset.
Diligence plan within 48 hours
Read the Data Room
Senior reviewers work the documents the way regulators wrote them — flagging what's missing from the index as loudly as what's in it.
Red flags escalated as found, not saved for the report
Test Management
Expert sessions with the target's regulatory and quality leadership, and site walkthroughs where the deal warrants them.
The answers get compared against the documents
Report in Deal Terms
Risk-tiered findings with remediation costs and timelines attached, briefed live to your deal team, counsel, or committee.
What kills, what costs, what can be fixed
Most engagements report inside two to four weeks, sequenced so a red flag reaches your deal team the day it is found, not the day the report is bound.
A Report Your Deal Team Can Take Into the Negotiation.
Not a literature review. Every finding arrives risk-tiered, costed, and mapped to the deal lever it belongs to.
-
Findings ranked by what they do to the deal
Deal-critical, price-relevant, or confirmed clean — so your committee reads risk the same way it reads the model, not through fifty pages of observations.
-
Remediation costed and scheduled, not just flagged
Every red and amber finding carries an estimated cost and timeline to fix — the numbers your model needs and your counsel's disclosure schedule cites.
-
A 100-day plan if you close
The findings convert directly into a sequenced integration remediation plan — and the team that found the gaps is available to close them.
-
Senior Operators in the Data Room. Not Analysts on Their First Deal.
The people reading the target's 483s have written responses to their own. The ones judging the dossier have filed and defended dossiers. That's the difference between a finding and a checklist item: knowing which gaps an agency will forgive, which it won't, and what each one costs to close — because they've closed them.
-
Diligence without deal fever
We hold no success fee and no stake in the deal closing. The report says what the documents say — including "walk away," when that's what they say.
-
Confidential by construction
Deal-team-only staffing, NDA from the first call, and reporting channels your counsel controls. Most of our diligence work is invisible by design.
-
Fixed scope, fixed price, deal speed
Diligence runs as a defined project: workstreams, timeline, and price locked before the data room opens, per how we work.
Bring Us the Data Room. Or Just the Term Sheet.
Whether diligence opens next week or you're still circling the target, the first conversation is the same: thirty minutes, under NDA, no obligation — and an honest read on what to look at first.
We typically respond within one business day.