M&A · Investment · Corporate Transactions

Integrated
Due Diligence

Andorra · Barcelona · Madrid · Toulouse

Legal, tax, accounting and financial audit for company sale-and-purchase transactions, investment and M&A. Reports geared to decision-making and negotiation. We act as coordinators of professionals, architects, industrial experts, engineers and surveyors, to identify risks that go beyond the legal and financial.

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Areas of analysis

Jurisdictions

360°

Integrated view

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Legal Due Diligence

Analysis of contracts, litigation, intellectual property, corporate structure and regulatory compliance.

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Tax Due Diligence

Review of tax obligations, tax contingencies and planning of the acquisition price.

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Accounting and Financial Due Diligence

Analysis of financial statements, quality of earnings, debt and adjusted EBITDA.

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Multi-jurisdictional

Coverage in Andorra, France and an international correspondent network from a single point of contact.

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Coordinators of professionals

Architects, engineers, industrial experts and surveyors integrated into the process to identify technical and operational risks.

Service available in:

What due diligence is

More than a
list of risks

Due diligence is the in-depth investigation and analysis process that precedes any acquisition, investment or strategic alliance. Its purpose is to provide the buyer or investor with a full and accurate view of the target, its assets, liabilities, contingencies and opportunities.

At Jurisserv, our due diligence reports go beyond document review: we bring real context, anticipate risks that do not appear in the documents and orient our conclusions toward the negotiation of the price and the contractual warranties.

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When is due diligence necessary?

Before buying or selling a company. When investing in a startup or scale-up. Before a merger or demerger. When acquiring significant real estate assets. Before signing a shareholders’ agreement with a new partner.

What does the final report include?

Executive summary of findings, identification of red flags, quantification of contingencies, recommendations for the negotiation of price, warranties and indemnities, and a post-acquisition action plan.

How long does it take?

Depending on the scope and the availability of documentation, between 2 and 6 weeks. We offer fast-track modalities for transactions with tight deadlines. The quality of the report is never compromised.

Do you also carry out vendor due diligence?

Yes. Vendor due diligence is the process by which the seller commissions its own report before opening the sale process, to anticipate contingencies and accelerate the negotiation with potential buyers.

Modalities

The four pillars
of our due diligence

Each due diligence is designed bespoke; all pillars may be commissioned, or only those most relevant to the specific transaction.

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Legal

Complete legal analysis of the target company and its assets.

Corporate and shareholding structure

Material contracts and change-of-control clauses

Active litigation and legal contingencies

Intellectual and industrial property

Licences, permits and authorisations

Compliance and regulatory conformity

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Tax

In-depth review of the tax position and tax contingencies.

Direct and indirect taxes

Tax inspections and proceedings

Transfer pricing

Tax incentives and deductions

Unprovisioned contingencies

Post-acquisition tax planning

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Accounting and Financial

Analysis of the economic and financial reality of the target company.

Historical financial statements

Quality and recurrence of EBITDA

Net debt and working capital

Normalised adjustments and NWC

Projections and business plan

Off-balance-sheet contingencies

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Real estate

Legal and technical review of real estate assets in investment or M&A transactions.

Title and registry charges

Planning and activity licences

Lease agreements

Technical and environmental due diligence

Valuation and market comparables

Structuring of the acquisition

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Inter-professional coordination

We coordinate architects, engineers, industrial experts and surveyors to identify technical risks that go beyond the legal and financial.

Technical review of assets and installations

Environmental and operational risks

Actual condition of machinery and infrastructure

Independent technical valuation

Network of specialist surveyors

When to commission it

The right due diligence
at the right time

Company sale and purchase (buy-side)

The buyer commissions due diligence to know exactly what it is acquiring, quantify contingencies and negotiate the price and warranties on the basis of real data.

Sale preparation (vendor DD)

The seller commissions its own due diligence before going to market to anticipate findings, accelerate the process and negotiate from a position of strength.

Investment round or partner entry

The investor or new shareholder reviews the legal, tax and financial position before formalising the investment or signing the shareholders’ agreement.

Mergers and demergers

Prior analysis before any corporate restructuring to identify contingencies that may affect the valuation or the structure of the transaction.

“A properly conducted due diligence is not a cost, it is the best investment before closing any deal. The price negotiated with real data is always better than the price negotiated without it.”

M&A team · Jurisserv

Methodology

Our due diligence
process

Scope and mandate

Definition of scope, areas of analysis and timelines based on the needs of the transaction.

Data room

Thorough review of the documentation in the target’s physical or virtual data room.

Management sessions

Meetings with the management team to verify information and obtain context that does not appear in the documents.

Findings report

Delivery of the final report with executive summary, red flags, contingencies and negotiation recommendations.

Closing support

Support in negotiating warranties, indemnities and conditions precedent through to signing.

What you receive

Deliverables
of our due diligence

Our reports are designed to be read and used, not left in a drawer. Every report includes an actionable executive summary and concrete recommendations for the negotiation.

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Executive report

Summary of key findings, prioritised red flags and conclusions oriented to the investment decision.

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Risk map

Classification of contingencies by probability and impact, with quantification where possible.

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Negotiation guide

Concrete recommendations on price, adjustments, warranties, indemnities and conditions precedent.

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Post-acquisition plan

Priority actions to execute after closing to mitigate the identified risks.

FAQ

Frequently
asked questions

Any further questions? Free consultation with no obligation.

Free consultation

What is the difference between a due diligence and an audit?

An audit verifies the accuracy of the financial statements in accordance with accounting standards. Due diligence goes far further: it analyses the economic, legal, tax and operational reality of the business from the perspective of the buyer or investor, with the aim of taking an informed investment decision and negotiating the best possible terms.

Can a due diligence be carried out on an express basis?

Yes. For transactions with tight deadlines we offer fast-track due diligence modalities, focusing the analysis on the most critical aspects and the red flags with the greatest impact. This modality requires a more limited scope but enables decisions to be taken on the essential information within very short timeframes.

What is a red flag in a due diligence?

A red flag is a finding of special relevance that may materially affect the price, the structure of the transaction or even the decision to proceed. They may be unprovisioned tax contingencies, litigation with high potential impact, contracts with unfavourable change-of-control clauses or irregularities in the corporate structure.

Do you carry out multi-jurisdictional due diligence?

Yes. Through our network of offices in Andorra, Barcelona, Madrid and Toulouse, we coordinate due diligences involving multiple jurisdictions from a single point of contact. For countries outside the network, we work with trusted correspondents selected for each project.

Is the due diligence report confidential?

Absolutely. The due diligence report is a confidential document prepared exclusively for our client. We apply the strictest confidentiality protocols and our lawyers are bound by professional secrecy in every jurisdiction in which we operate.

Due diligence in M&A transactions: keys for the buyer

Due diligence is the fundamental process preceding any company sale-and-purchase transaction. For the buyer, it represents the opportunity to verify that what is being acquired matches what has been presented during negotiations, identify hidden contingencies and establish the basis for negotiating the final price and the warranties of the contract.

A well-structured due diligence analyses the company from four complementary perspectives: legal, tax, accounting-financial and real estate where applicable. Integrating these four perspectives in a single coordinated report allows the buyer to have a complete and consistent view of the target.

Vendor due diligence: preparing the company for sale

Vendor due diligence is the reverse process: the seller commissions its own due diligence before starting the sale process. This practice, increasingly common in private equity transactions and in sales of mid-sized companies, makes it possible to anticipate the findings the buyer will encounter, resolve contingencies before the sale and significantly accelerate the negotiation process.

Due diligence in Andorra: particularities of the Andorran market

Investment and sale-and-purchase transactions in Andorra have particularities that call for local expertise: Andorran company law, the requirements for authorising foreign investment, the tax regime of the IGI and Andorran corporate income tax, and the structure of the property market in the Principality. Our Andorra office, with more than 30 years of presence, offers specialist due diligence for transactions in the Andorran market.

Due diligence under French law, Toulouse

Through the Toulouse office, Xavier Ribaute and his team provide due diligence under French law for investment and M&A transactions in France. With 54 years of practice in corporate, banking and real estate law, the Toulouse office brings deep knowledge of the French market and the legal particularities of transactions under French law.