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What due diligence actually checks — the SME checklist.

By Max Fontana-RevalUpdated June 20269 min read

Diligence is a structured search for reasons to reprice. Here's the search pattern — and the self-check to run before anyone else does.

Due diligence is not an audit; it's a structured search for reasons to reprice. Once you see it that way, preparation stops being paperwork and becomes negotiation — every gap you find and fix on your own terms is leverage removed from the other side of the table. Here's what the search actually covers, and the self-check to run before anyone else does.

The five workstreams

WorkstreamWhat they're really askingWhat they'll request
FinancialAre the numbers real, and is the rhythm credible?3 years' accounts, monthly MI, 13-week cash, the model, debtor/creditor detail
CommercialDoes the growth story survive contact with data?Pipeline, cohorts, retention, concentration, contracts with top customers
LegalWho actually owns what, and what bites later?Cap table, options, IP assignment, key contracts, disputes, property
Governance & managementIs this a company or a founder with helpers?Minutes 24 months back, matters reserved, org chart, incentives, references
Operational / technicalDoes it run without heroics?Systems, security posture, key-person dependencies, suppliers

The ten-point self-check

These mirror the pillars institutional diligence scores hardest at SME scale:

  • Monthly management accounts inside 10 working days, six months running
  • An integrated three-statement model with defensible assumptions
  • The equity story written down and stress-tested by a sceptic
  • Evidence behind every growth claim — cohorts and charts, not adjectives
  • Board minutes and resolutions, clean, 24 months back
  • An independent voice on or around the board
  • Cap table clean; options papered; IP assigned; key contracts signed
  • Statutory filings, registers and insurances provable in an afternoon
  • A structured, current data room — not "we'd assemble it"
  • A management team rehearsed for the meetings, not winging them

Score yourself properly on the Investment Readiness Scorecard — it grades all five pillars and hands you the gap list in priority order.

Sequencing: the part everyone underestimates

Documents can be sprinted; track records can't. Six months of clean MI takes six months. Minutes need meetings to have happened. That's why readiness ideally starts 12–18 months before completion — the Raise Timeline Planner works your target date backwards and names the week the clock really starts.

What kills deals (and prices the rest)

Rarely fraud; usually friction: a tangled cap table, an unassigned piece of IP, customer concentration nobody framed, numbers that move between drafts, a data room that takes three weeks to answer one question. Each is survivable — and each, discovered by them rather than disclosed by you, costs either price or trust. The readiness programme exists to make sure it's neither.

Max Fontana-Reval
Written by

Max Fontana-Reval — Portfolio Chair & Certified NED; NE Chair, MW Equipment; Advisory Chair, Unsigned Research; Member IoD · NEDonBoard · BCS. About Max  ·  LinkedIn

Quick answers

Asked often.

How long does due diligence take?
Confirmatory diligence on an SME equity raise typically runs six to ten weeks; a full sale process longer. The bigger number is preparation: clean track records take months to exist, which is why readiness ideally starts 12–18 months before a target completion.
What kills deals most often in diligence?
Friction, not fraud: tangled cap tables, unassigned IP, undisclosed customer concentration, numbers that move between drafts, and slow data-room responses. Each is survivable when disclosed early — and expensive when discovered late.
Is vendor (sell-side) due diligence worth it?
For a sale process above a few million, usually yes — finding your own problems first converts surprises into footnotes. For a typical equity raise, a structured internal readiness programme achieves most of the benefit at a fraction of the cost.

Start with the diagnostic — or a conversation.

Five questions if you want structure. One email if you'd rather talk. Either way, a straight answer about what your board needs.