Our diligence checklist, published.

This is the actual list we work from, in the four workstreams we run in parallel. Tick items off as you assemble them. Nothing here is a trap, and a founder who has all of it ready shortens diligence from three weeks to about one.

0
Items ready
29
Items in total
3 weeks
Our diligence window
20 – 40 hrs
Of your time

The checklist.

Four workstreams, run at the same time rather than in sequence. Click an item to mark it ready.

Financial

0 of 8
Profit and loss, two years, monthlyExported from your accounting system, not rebuilt in a spreadsheet.Revenue by customer by monthThe single most useful file in the whole room. Straight from billing.Churn and net revenue retentionBy cohort if you have it. By logo and by dollar.Gross margin with hosting split outCloud, third-party services and support costs, separated.Deferred revenue and billing termsAnnual prepay changes what the buyer is actually acquiring.Bank statements, last twelve monthsConfirms the P&L is describing real money.Debt, loans and outstanding notesIncluding anything personally guaranteed.Tax filings, two yearsFederal and state, plus sales tax registrations.

Legal

0 of 7
Cap table, fully dilutedIncluding options, warrants, SAFEs and notes.Charter and shareholders' agreementThis is where consent rights and preferences live.All customer contractsEspecially anything with exclusivity or change-of-control terms.Employment agreements with IP assignmentEvery employee, including anyone who has left.Contractor agreements with IP assignmentThe most common gap we find, by a wide margin.Trademark, domain and brand ownershipRegistered to the company, not to a founder's personal account.Any litigation, threatened or actualDisclose early. Discovered late is much worse than disclosed early.

Technical

0 of 7
Architecture overview, one pageHand-drawn is fine. We want the shape, not a document.Repository access, read onlyUnder NDA, usually late in the process.Cloud and third-party service inventoryEvery account, what it costs, and who holds the credentials.Deploy process and who can run itIf one person can deploy, say so. It's a known risk, not a disqualifier.Open source licences in useCopyleft licences in a commercial product need checking.Security incidents, last three yearsEveryone has had something. Tell us what and what changed after.Uptime and incident historyWhatever your monitoring shows, unedited.

Commercial

0 of 7
Top twenty customers with revenueNames can be redacted until after the letter of intent.Pipeline and win rateAs it is, not as the plan says.Pricing history and discount practiceWhere the list price and the real price differ, and why.Support volumes and response timesA proxy for product health as well as cost.Team roster with roles and tenureWho does what, and who would be hard to replace.Marketing channels and costEspecially any channel that stops working without spend.Competitive landscape, your viewWho you lose to, and why. Honesty here builds trust fast.

The three things that actually kill deals.

Not bad numbers. Bad numbers change the price. These change whether there's a deal at all, and all three are fixable months in advance and expensive to fix in week seven.

Unassigned Contractor IP

A contractor wrote part of your product and never signed an assignment. The company doesn't own the code it's selling. We see this in a large share of deals and it is entirely preventable.

Fix it by: sending every past contractor a one-page assignment now.

Change Of Control Clauses

A customer contract that lets the customer terminate, or requires their consent, on a change of ownership. One of these in your largest account changes the whole conversation.

Fix it by: reading your top ten contracts this week.

A Co-Founder Who Left

Someone with shares, no separation agreement, and possibly a claim on the IP. This surfaces at signing and stops everything until it's resolved.

Fix it by: documenting every past equity holder's status before you go to market.

Diligence questions.

What is due diligence in an acquisition?

The buyer's verification of what they're buying, across financial, legal, technical and commercial areas. For a company under $10M in revenue it typically takes two to four weeks and twenty to forty hours of the seller's time.