M&A Due Diligence Course

Lesson 1 • Purpose and Scope of Due Diligence

Defines due diligence objectives, risk identification, and value confirmation. Connects investigative work to deal pricing and negotiation outcomes.

Lesson 2 • Due Diligence Workstream Overview

Maps the major functional workstreams—financial, legal, commercial, operational, and HR. Gives students a mental model for coordinating parallel investigations.

Lesson 3 • Project Governance and Team Structure

Explains how deal teams are organized, roles assigned, and decisions escalated. Prepares students to operate effectively within a structured diligence team.

Lesson 1 • Data Room Setup and Management

Covers virtual data room structure, access controls, and document indexing. Efficient data room management accelerates information gathering across all workstreams.

Lesson 2 • Information Requests and Management

Explains how to draft, send, and track information requests to the target company. Systematic request management reduces gaps and delays in the diligence process.

Lesson 3 • Scoping and Work Planning

Teaches how to translate deal objectives into a prioritized diligence scope and timeline. Directly shapes the efficiency and completeness of the entire engagement.

Lesson 4 • Stakeholder Communication and Reporting

Establishes communication rhythms, status reporting formats, and escalation protocols. Keeps deal principals informed and enables timely decision-making throughout the process.

Lesson 1 • Analyzing Historical Financial Statements

Teaches systematic review of income statements, balance sheets, and cash flow statements. Establishes the baseline financial picture required for all subsequent financial analysis.

Lesson 2 • Financial Projections and Business Plan Review

Evaluates management forecasts for reasonableness, key assumptions, and downside scenarios. Stress-testing projections informs valuation ranges and deal structuring decisions.

Lesson 3 • Working Capital Analysis

Examines working capital components, seasonality, and target peg setting. Accurate working capital analysis directly affects purchase price adjustments at closing.

Lesson 4 • Debt, Liabilities, and Off-Balance-Sheet Items

Identifies financial debt, contingent liabilities, and off-balance-sheet obligations. These items directly reduce equity value and must be captured in deal pricing.

Lesson 1 • Synergy Identification and Validation

Distinguishes revenue and cost synergies, assesses achievability, and estimates timing. Realistic synergy estimates are essential inputs to deal valuation and integration planning.

Lesson 2 • Market Sizing and Dynamics

Teaches methods for defining, sizing, and segmenting the target's addressable market. Market size and growth rate underpin the revenue assumptions in the business plan.

Lesson 3 • Competitive Landscape Analysis

Maps direct and indirect competitors, market shares, and competitive positioning. Understanding competitive intensity validates the target's ability to sustain margins and win business.

Lesson 4 • Customer and Revenue Quality

Analyzes customer concentration, retention rates, and contract terms to assess revenue durability. High customer concentration or churn risk directly threatens projected cash flows.

Lesson 1 • Corporate Structure and Ownership Review

Examines entity structure, ownership history, and capitalization tables. Clean title to shares and assets is a prerequisite for a legally sound transaction.

Lesson 2 • Litigation and Dispute Exposure

Identifies pending litigation, regulatory investigations, and unresolved disputes. Quantifying litigation exposure informs indemnity negotiations and escrow arrangements.

Lesson 3 • Regulatory and Compliance Review

Assesses the target's compliance with applicable industry regulations, licenses, and permits. Non-compliance can delay closing, require remediation, or create post-close liability.

Lesson 4 • Antitrust and Merger Control Considerations

Evaluates merger notification thresholds, filing requirements, and potential competition concerns. Early antitrust assessment prevents deal delays and informs structural remedies.

Lesson 1 • Scalability and Integration Readiness

Evaluates whether operations and technology can scale to support the business plan and integration. Readiness gaps directly affect integration timelines and post-close value creation.

Lesson 2 • Intellectual Property Assessment

Identifies owned and licensed IP, freedom-to-operate risks, and IP protection adequacy. IP is often a core value driver and must be verified as properly owned and defensible.

Lesson 3 • Operations and Supply Chain Review

Evaluates production capacity, supply chain resilience, and operational efficiency metrics. Operational weaknesses can erode projected margins and require significant post-close investment.

Lesson 4 • Technology Infrastructure Assessment

Reviews IT systems, architecture, and technical debt relative to business needs. Technology gaps can create integration costs and operational disruption post-close.

Lesson 1 • Compensation, Benefits, and Equity Review

Analyzes total compensation structures, benefit obligations, and equity incentive plans. Hidden compensation liabilities and equity overhang directly affect deal economics.

Lesson 2 • Organizational Culture Assessment

Evaluates leadership style, values alignment, and cultural compatibility with the acquirer. Cultural misalignment is a leading cause of failed integrations and talent attrition.

Lesson 3 • Workforce Analysis and Key Talent

Reviews headcount, skills distribution, and identification of critical employees. Losing key talent post-close is one of the most common sources of deal value destruction.

Lesson 1 • Risk-Adjusted Valuation and Price Implications

Translates diligence findings into valuation adjustments, price chips, and deal structure changes. Connecting risk findings to deal economics is the core output of the diligence process.

Lesson 2 • Final Diligence Report and Recommendation

Structures the final diligence report, executive summary, and go/no-go recommendation. A clear, evidence-based report enables informed investment committee decisions.

Lesson 3 • Red Flag Identification and Escalation

Defines deal-breaker criteria, red flag thresholds, and escalation decision trees. Timely red flag escalation prevents wasted resources on non-viable transactions.

Lesson 4 • Consolidating Findings Across Workstreams

Teaches how to aggregate, deduplicate, and prioritize findings from all diligence workstreams. Cross-workstream synthesis reveals compounding risks that individual teams may miss.