M&A Due Diligence Consulting

We conduct financial, tax, commercial, operational, regulatory, ESG, human resources, IT and cyber diligence to help you identify transaction value drivers, improve M&A deal structures and mitigate risks. We also help challenge assumptions about future performance so you can choose the right valuation.

What EY-Parthenon M&A Due Diligence Consulting can do for you

We conduct diligence to help you answer questions about the value drivers of your deal. Our clients include large cap and middle market organizations, as well as private equity funds. Read more about our due diligence services below, including special considerations for diligence on digital companies and digital startups.

What is the strategic rationale for this deal and what makes this target attractive?
What incremental markets, customers or sales channels will be created or accessed by this acquisition?
How does this transaction enhance our brand or market position?
Do historical reported results accurately reﬂect run-rate proﬁtability? Do you have the right data to support your forecast?
What factors, if any, will affect the purchase price?
Optimal normal working capital level of the business?
Cashflows and cash management? Planned capex, commitments and contingent liabilities?
Related parties’ transactions and key dependencies?
What balance sheet and off–balance sheet exposures concern us most?
How could accounting issues materially affect reported results or disclosures after closing?
How will changes to peoples’ roles, responsibilities, and hierarchies inform the overall organization’s design?
How will compensation and benefits programs that align to the future state vision be designed, implemented and rolled out to employees?
What targeted actions must we take to align leaders, the business, and employees to create a seamless onboarding experience?
How do we plan and prepare for Day One to minimize business disruption and enable IT connectivity between buyer and acquired company?
How can we leverage the merger as a catalyst for IT transformation?
How can we assess existing IT capabilities for access to new markets and operational improvements?
What is the source of synergies and how are they quantified?
What are the key Day One and post–Day One operating risks and priorities?
What synergies are available (revenue, cost, tax, balance sheet, etc.?
Are appropriate plans in place to implement and capture synergies?
What regulatory issues could threaten compliance or erode transaction value?
How could potential regulatory changes affect the target’s ability to achieve projected growth?
How will we protect company information and assets while integrating infrastructure and critical applications?
Where are the acquisition’s IT security vulnerabilities?

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Is the purchase consideration complicated?
Is the board protected through an outside opinion of value?
Are the impacts of opening balance sheet valuation adjustments clearly understood?
Will tax structuring require a thoughtful understanding of value to achieve maximum efficiency?

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Do we have a tax-efficient structure to deliver the commercial objectives and investment basis of the transaction?
Is there a globally coordinated approach for tax risk and controversy?
Have we considered the tax implications as digital technology changes business strategies, models and supply chains?

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How do material ESG risks—such as climate exposure, labor practices, market shifts to green products —translate into quantifiable EBITDA erosion or upside potential in the target’s operations?
What regulatory compliance gaps could trigger post-closing penalties, remediation costs, or lost licenses that directly impact run-rate profitability?
Which ESG-driven opportunities (e.g., energy efficiency, circular supply chains, or green product premiums) can enhance revenue growth or margin expansion within the investment horizon?
How resilient is the Target’s value chain to transition risks, and what capex or opex adjustments are required to maintain competitive asset valuations?

EY-Parthenon M&A due diligence consulting when acquiring digital companies

Special considerations for digital companies, including digital startups

As technology disrupts traditional business ecosystems and the competitive landscape, we can help you consider the unique aspects of diligence surrounding valuation, talent, product and commercial strategies when you pursue buying digital companies, including startups. These companies create customer value through the use of digital technology, and focus on capturing, storing and processing data. They incorporate a technology lens into everything they do to better serve stakeholders.

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EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com.

EY-Parthenon is a brand under which a number of EY member firms across the globe provide strategy consulting services.

M&A Due Diligence Consulting

What EY-Parthenon M&A Due Diligence Consulting can do for you

Commercial due diligence

Financial risk due diligence

Human resources due diligence

IT due diligence

Operations and synergies

Regulatory due diligence

Cybersecurity

Valuation, modeling & economics

Transaction tax

ESG Due Diligence

EY-Parthenon M&A due diligence consulting when acquiring digital companies

Special considerations for digital companies, including digital startups

The team

Du Vinh Tran

Binh Thanh Phan

Minh Le Bao Truong

Thao Thi Phuong Phan