Home » Journey to exit: Opening the engine room – the due diligence process

Journey to exit: Opening the engine room – the due diligence process

1–2 minutes

Mike Godfrey
Mike Godfrey Business Tax 11 March 2026

Once the Heads of Terms are agreed, the Due Diligence (“DD”) process begins. This is where the buyer takes a detailed look beneath the surface of the business – financials, tax, commercial contracts, employees, legal matters, technology, customers…the list goes on.

For sellers, this stage is often the most intense. DD requires substantial input from the sellers and key staff, including finance teams, HR, and operations many of whom may not directly benefit from the sale and must keep the process confidential.

Preparing these teams early is essential. It is common for businesses to reward staff who play a major role in supporting the transaction through bonuses or other incentives.

Professional advisers are equally critical. They help coordinate responses, manage specialist DD streams, ensure accuracy and consistency, and protect your position during the process.

A well managed DD process reduces friction, keeps the deal moving, and helps minimise lastminute price adjustments.

How PEM can help

Working alongside your lawyers, PEM’s deal specialists can manage and respond to DD enquiries, identify risk areas early, and help you prepare your business effectively if you are considering a future sale.

Please note that this content is not intended to give specific technical advice. It is designed to highlight some of the key changes rather than provide an exhaustive explanation of the topics. Professional advice should always be sought before action is either taken or refrained from as a result of information contained herein.

About the author

Mike is a Partner in our Business Tax team. He joined as a trainee accountant in our Audit and Accounts team in 2003 and gained his ACCA qualification in 2009. After eight years, Mike wanted a new challenge and moved across to our Business Tax team, where he studied to be a Chartered Tax Adviser.

Michael Godfrey, Partner in PEM's Business Tax team