Buyers don’t expect everything to be perfect, but they do want to know exactly what they are getting.

When they bring in lawyers to conduct legal due diligence, they are asking questions such as:

● What contracts have the companies entered into? How do the contracts help or hinder future plans?

● Are the necessary licences to run the business in place and still valid?

● Are there any red flags, such as ongoing investigation by authorities?

While most issues can be resolved, buyers need the sellers’ co-operation to address these concerns, either before or after closing the deals, depending on the severity.

Having worked on numerous M&A transactions, here’s what I have often seen slow down the legal due diligence (and could be avoided):

● Licences provided without their conditions attached

● Incomplete corporate secretarial documents such as register of members and register of directors

● Contracts provided without schedules or annexures.

For sellers, avoiding these common mistakes can make a real difference to the timeline.

If you are preparing for a sale and want the legal due diligence process to run smoothly without delaying the deal, addressing these early can help keep things on track.

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This post was first posted on LinkedIn on 25 April 2025.