What Is Due Diligence?

Due diligence is the systematic investigation and verification of information prior to a high-stakes decision. In M&A transactions, acquirers examine the target company's financial statements, legal contracts, intellectual property, customer relationships, employee agreements, and liabilities. In real estate, due diligence covers property inspections, title searches, zoning verification, and environmental assessments. In investing, due diligence involves evaluating the management team, market opportunity, financials, and competitive landscape. Due diligence is typically divided into legal, financial, and operational workstreams, each often led by specialists. The process identifies undisclosed liabilities, verifies representations made by the seller, and surfaces risks that should be reflected in pricing, deal structure, or walk-away decisions. Inadequate due diligence is one of the leading causes of failed M&A transactions.

Skipping or rushing due diligence is one of the most expensive mistakes in business transactions. Even for smaller deals — purchasing a franchise, acquiring a competitor, or taking on a significant vendor — a structured due diligence process can uncover problems that change the decision entirely. A business attorney, financial advisor, and industry expert are typically all engaged as part of a thorough due diligence process.