M&A · Private Equity · Investment
Comprehensive
Due Diligence
Startups · Funds · Family Office · M&A
Audit legal, tax, accounting and financial for investment, sale-purchase and M&A transactions. Reports oriented to decision-making and negotiation, not just lists of risks. We act as coordinators of a professional ecosystem, architects, industrial engineers and experts, to identify risks that go well beyond the legal and financial scope.
5
Scopes
4
Jurisdictions
360°
Integral vision
Legal
Contracts, litigation, intellectual property, corporate structure and regulatory compliance.
Tax
Tax contingencies, transfer pricing and acquisition price planning.
Accounting and Financial
EBITDA quality, net debt, NWC and normalised adjustments.
Multi-jurisdictional
Coverage in Andorra, France and international network from a single point of contact.
Coordinator of professionals
Architects, engineers and industrials integrated to identify technical risks that go beyond documentary analysis.
Why it matters
Beyond documentary
analysis
We provide real context and anticipate risks that do not appear in the documents. Our reports are oriented to price and warranty negotiation, not lists of risks without action.
Due diligence is the process that precedes any acquisition, investment or strategic alliance operation. Its purpose is to provide the buyer or investor with a complete and accurate view of the target, assets, liabilities, contingencies and opportunities.
At Emindset Law, we combine the strategic vision of an advisor with the technical rigour of a firm backed by the Jurisserv network.
Request a proposal →When is it essential?
Before closing a funding round. When buying or selling a company. Before joining as a partner in a project. In any significant M&A transaction.
What does the report include?
Executive summary of findings, prioritised red flags, contingency quantification and concrete recommendations for price and warranty negotiation.
Do you do vendor due diligence?
Yes. We accompany the seller before launching the sale process to anticipate findings, correct contingencies and negotiate from a position of strength.
Tight deadlines?
We offer fast-track modalities for operations with short deadlines, focusing the analysis on critical aspects without sacrificing quality.
The 4 pillars
Due diligence
in 4 dimensions
Each due diligence is designed to measure according to the needs of the transaction.
Legal
Complete legal analysis of the company and its assets.
Corporate and shareholding structure
Contracts and change-of-control clauses
Active litigation and contingencies
Intellectual and industrial property
Licences and regulatory compliance
Tax
Exhaustive review of the tax situation.
Direct and indirect taxes
Inspections and procedures
Transfer pricing
Non-provisioned contingencies
Post-acquisition tax planning
Accounting and Financial
Analysis of the economic reality of the target.
Historical financial statements
Quality and recurrence of EBITDA
Net debt and working capital
Normalised adjustments and NWC
Projections and business plan
Real Estate
For transactions with significant real estate assets.
Title and registry charges
Urban planning licences
Lease agreements
Technical due diligence
Acquisition structuring
Interprofessional Coordination
We coordinate architects, engineers, industrials and experts to identify technical risks that go beyond documentary analysis.
Technical review of assets
Environmental risks
Real state of machinery
Independent technical valuation
Network of specialised experts
Who we work with
Due diligence for
every investor profile
Startups in a funding round
Due diligence of the target before a round or review of the company itself before receiving investors. We detect and correct what investors will find.
Seed · Series A · Growth
Funds and private equity
Complete due diligence before closing an investment. Reports oriented to SPA negotiation, warranties and conditions precedent.
VC · PE · Buy-side
Family offices
Due diligence for direct investments in companies or assets, with integrated wealth vision and coordination with the family office tax planning.
Direct investment · Wealth
Methodology
Our process,
step by step
01
Mandate and scope
Definition of scope, areas and deadlines according to the transaction.
02
Data room
Exhaustive review of documentation in the target’s data room.
03
Management sessions
Meetings with the management team to contrast and contextualise.
04
Findings report
Executive report with red flags, contingencies and recommendations.
05
Support in negotiation
Support on the SPA, warranties and indemnities up to signing.
FAQ
Frequently
asked questions
Have more questions? First consultation free of charge.
Free consultationWhat sets your due diligence apart from other firms?
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Beyond documentary analysis, we provide real market context and anticipate risks that do not appear in the documents. Our reports are designed to be used in negotiation, not to remain in a drawer. In addition, the Jurisserv network backing allows us to cover multi-jurisdictional operations from a single coordinated team.
Can you do a fast due diligence for a tight-deadline round?
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Yes. We offer fast-track modalities focused on critical aspects. In transactions with very tight deadlines we prioritise the highest-impact red flags and deliver an actionable executive report in the shortest time without sacrificing analysis quality.
What is a red flag and how do you handle it?
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A red flag is a finding that can significantly affect the price, the structure or the decision to continue with the transaction. In our reports we classify red flags by level of impact and probability, quantify them when possible and propose how to address them in the SPA negotiation.
Do you also work in Andorra and France?
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Yes. Through the Jurisserv network we coordinate due diligences in Andorra (with the firm founded in 1994), Barcelona, Madrid and Toulouse (with 54 years of practice under French law). For multi-jurisdictional transactions, a single team coordinates the entire process.
Let’s talk
Your transaction,
well analysed
First consultation free of charge and without commitment. We present a scope and fee proposal adapted to your transaction in less than 48 hours.
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Backed by Jurisserv, for multi-jurisdictional operations we coordinate with the full network. jurisserv.com →
Related services
Complete your
transaction
Shareholders Agreements
Drafting of the agreement once the due diligence is complete and all actors identified.
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M&A · Exit Strategy
Advice on the SPA, warranties and indemnities up to the closing of the transaction.
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Funding Rounds
Round structuring with documentation aligned to the due diligence findings.
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Company Incorporation
Optimal corporate structure for the post due diligence transaction.
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