Buy-Side Due Diligence

Know What You Are Buying
Before You Close

Independent Financial Analysis

We provide an independent view of target company performance -- analyzing reported earnings, working capital, balance sheet quality, and revenue sustainability without management bias.

Quality of Earnings and Deal Risk

We identify the adjustments that affect deal value -- non-recurring items, management add-backs, accounting policy differences, and working capital issues that change the economics of the transaction.

Built for Deal Timelines

Big 4-trained professionals who understand that M&A processes do not wait -- we deliver clear, well-supported findings on the timeline your deal requires.

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100+

Successful transactions completed

20+

Years of experience

$5 - 50m

Average size of transaction

$20-200m

Average market cap of clients across tech, manufacturing & services

Buy-Side Financial Due Diligence for Acquirers and Investors

What makes us different?

Buying a business is one of the highest-stakes financial decisions a company or investor makes. The financial statements tell part of the story — but they rarely tell the whole story. Non-recurring revenue, managed earnings, aggressive accounting policies, and working capital manipulation can all make a business look more attractive than it is. Buy-side due diligence is designed to surface those issues before the deal closes, not after.

Corviniti provides buy-side financial due diligence to acquirers, private equity sponsors, and strategic buyers who need an independent, rigorous view of what they are buying. We analyze the target’s historical financials, identify adjustments to reported earnings, assess working capital trends, evaluate the quality and sustainability of revenue, and flag the accounting and financial risks that affect deal value.

Our team brings Big 4 transaction advisory experience to every engagement. We work quickly, communicate clearly with deal counsel and investment bankers, and deliver findings in a format that supports negotiation — whether that means adjusting the purchase price, refining working capital targets, or walking away from a deal that does not hold up under scrutiny.

We help with:
  • Quality of Earnings Analysis: Identify and quantify non-recurring items, management add-backs, and accounting adjustments that affect reported EBITDA and sustainable earnings.
  • Revenue Quality Assessment: Evaluate the sustainability, concentration, and predictability of revenue streams, including contract terms, customer retention, and recognition policies.
  • Working Capital Analysis: Assess historical working capital trends, identify normalized levels, and evaluate the appropriateness of proposed working capital targets in the purchase agreement.
  • Balance Sheet Review: Evaluate asset quality, identify contingent liabilities, and assess off-balance-sheet items that could affect the transaction or post-close financial position.
  • Debt and Debt-Like Items: Identify obligations that should be treated as debt in the purchase price calculation, including accrued liabilities, pension obligations, and deferred revenue.
  • Cash Flow Analysis: Assess the conversion of earnings to cash, evaluate capital expenditure requirements, and review the sustainability of free cash flow.
  • Accounting Policy Review: Identify accounting policy differences that affect comparability and could require adjustments post-close.
  • Management Add-Back Review: Critically evaluate management’s proposed EBITDA adjustments to assess whether each is legitimate, supportable, and likely to be accepted by a sophisticated buyer.
  • Financial Model Review: Review the financial model used for valuation to assess the reasonableness of assumptions and identify areas where projections may be overstated.
  • Findings Communication: Deliver a clear, well-organized findings report and participate in deal team discussions to ensure findings are properly reflected in deal terms.

Why Choose Us?

Big 4 expertise,
boutique agility

Corviniti provides buy-side due diligence with the transaction depth of a Big 4 advisory practice and the direct senior involvement of a dedicated boutique. We operate on deal timelines and deliver findings that are clear, well-supported, and useful at the negotiating table.

Startups and US Capital Markets are our focus

From private equity-backed acquisitions to strategic M&A and pre-IPO transactions, Corviniti provides buy-side financial due diligence calibrated to the complexity and timeline of your deal.

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Frequently Asked Questions

Buy-side financial due diligence covers the analysis a buyer needs to understand what they are actually purchasing — the true financial performance of the business, adjusted for items that inflate or distort reported results. This includes quality of earnings analysis, revenue quality assessment, working capital analysis, balance sheet review, and identification of debt and debt-like items that affect the purchase price. The output is a clear picture of sustainable earnings and the financial risks in the transaction.

Typically after a letter of intent has been signed and the exclusivity period has begun. At that stage, the seller opens their data room and the buyer has a defined window — usually 30 to 60 days — to complete diligence before the purchase agreement is finalized. We can engage quickly once the data room is open and work within your timeline.

An audit provides an independent opinion on whether financial statements comply with GAAP. Buy-side due diligence is an advisory engagement focused on what the numbers mean for deal purposes — specifically, what the business sustainably earns, what the working capital position actually is, and what risks exist that could affect deal value post-close. The two serve different purposes and are typically performed by different parties.

To start, we typically need access to the data room with three years of audited or reviewed financial statements, a general ledger or trial balance, management accounts, the company’s financial model, and any existing management presentations. Additional data requests are made as the analysis progresses based on what we find.

We deliver a written findings report organized around the key areas of analysis — quality of earnings, working capital, balance sheet, and key risks. We also participate in deal team discussions to ensure findings are properly understood and reflected in deal terms, whether that means adjusting the purchase price, tightening representations and warranties, or refining working capital targets.

Yes. After close, we support the purchase price allocation under ASC 805, prepare the opening balance sheet, and help manage the first consolidated financial statements. We also assist with working capital true-up calculations if a dispute arises post-close.

Yes. We regularly work with foreign private issuers and companies with cross-border structures, including IFRS reporting, US GAAP reconciliations, and multi-entity consolidations for companies with domestic and international subsidiaries.

In most cases, we can begin within a few days of finalizing our agreement. Our onboarding process is straightforward — a brief discovery session, a clear statement of work, and secure access setup. We do not have lengthy intake procedures that delay the start of actual work.