Due Diligence – Decision‑Oriented Reports and Negotiation Advantages

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Due diligence is a key stage of every transaction — it reveals risks that influence price, SPA terms and security mechanisms. At Destrier, we conduct comprehensive legal, financial and tax analyses, delivering not only a report but also negotiation recommendations. With our red‑flag reports and “price impact” theses, you gain leverage in negotiations and avoid surprises after closing. We work quickly, transparently and in close cooperation with your transaction team.

What sets us apart? A one‑stop‑shop model — we combine legal, tax and financial expertise in one place, eliminating the need to coordinate multiple advisors. This makes the process shorter, more consistent and more cost‑effective, and you receive an integrated report ready to use in negotiations. Our approach prevents discrepancies between analyses and provides a full risk picture in a single document.

Scope and Approach

Due diligence is the foundation of every transaction — it allows you to identify risks and translate insights about the company into concrete SPA provisions.

Legal due diligence covers corporate structure, contracts, intellectual property, employment matters, regulatory issues and disputes. Financial due diligence focuses on quality of earnings, working capital, debt and IFRS compliance. Tax due diligence verifies CIT, VAT, WHT, transfer pricing and Mandatory Disclosure Rules (MDR).

For companies subject to sustainability requirements, we conduct ESG due diligence aligned with CSRD/ESRS. If you need a fast pre–term‑sheet diagnosis, we offer rapid review (5–10 days).

Our Process

We conduct due diligence according to a proven, structured methodology that ensures full control over the timeline and the quality of the analysis. Each stage concludes with specific findings, so you always know exactly where you stand.

  1. Scoping and industry-specific checklist – we define the scope of review and prepare a tailored list of required documents.
  2. Access to the VDR and analysis – we review the provided materials and raise detailed questions to the target or its advisors.
  3. Red flags and recommendations – we identify key risks and assess their potential impact on the transaction.
  4. Report and negotiation framework – the final due diligence report includes actionable conclusions and negotiating positions for the Share Purchase Agreement (SPA).

Benefits

A structured process shortens negotiations. A due diligence report provides arguments for stronger protections and price adjustments. You receive a post‑closing plan that eliminates surprises.

Common Mistakes

A chaotic data room causes delays. A report without recommendations weakens your negotiation position. Skipping tax due diligence exposes you to adjustments and penalties after the transaction.

FAQ

We begin with a checklist tailored to the industry. We review the legal structure, contracts, finances and taxes. Each red flag is described with a recommended SPA protection.

A standard review takes 2–6 weeks, depending on company size and scope. We help organise the virtual data room with a logical folder structure, set up the Q&A process and ensure documentation is complete. A well‑prepared VDR speeds up the entire review and reduces follow‑up questions.

Vendor DD is commissioned by the seller before going to market — it helps organise risks, prepare answers to difficult questions and shorten later negotiations. Buy‑side DD is conducted by the buyer to verify the company before submitting an offer. Vendor DD is especially valuable when you want a smooth transaction and minimal discount due to unknowns.

Yes — rapid review is an express diagnosis that highlights key red flags before signing the term sheet. It allows you to make an informed decision without committing resources to full due diligence.


Yes – we conduct ESG DD aligned with CSRD/ESRS. We analyse environmental and social policies, verify indicators and assess the company’s readiness for non‑financial reporting.

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doktor nauk prawnych

dr Michał Żółtowski

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Doctor of Laws

dr Michał Żółtowski

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