Deal Process
Buyer-side
Important
A, X
Due Diligence
Completed
The Due Diligence Request List: What Buyers Actually Ask For
See what's inside a buyer's Due Diligence Request List in a UK business sale, why the speed of your response matters as much as the content, and how to prepare in advance.
The 30-Second Definition
The Due Diligence Request List, sometimes called a DD Request List or Information Request List, is the buyer's master checklist of documents and disclosures required to verify the claims made in the Information Memorandum. On a mid-market UK transaction it routinely runs to several hundred line items.
What It Covers
Financial — management accounts, statutory accounts, forecasts, and working capital analysis.
Legal — corporate structure, material contracts, litigation history, intellectual property, and property leases.
Commercial — customer contracts, supplier agreements, and sales pipeline.
HR — employment contracts, pension schemes, and TUPE exposure.
Tax — corporation tax returns, VAT compliance, and PAYE/NIC records.
IT — systems documentation and data protection compliance.
Why the Response Matters as Much as the Content
The speed and completeness of a seller's response is itself a signal to the buyer. A slow, scattered, or incomplete response is read as evidence of weak management information — and buyers use that signal to argue for price reductions, extended warranty periods, or larger escrow retentions. A fast, well-organised response does the opposite: it builds buyer confidence and shortens the path to completion.
Preparing in Advance
Founders who build out their Virtual Data Room and pre-populate answers to a standard Due Diligence Request List months before going to market control the narrative from the outset. Those who start assembling this information only after signing a Letter of Intent are doing it under time pressure, with the buyer already holding exclusivity — precisely the moment a seller can least afford to look unprepared.
GRAX Connection
This document defines the pace of the entire post-exclusivity Exit timeline, and shapes how much diligence work an Acquire-side buyer needs to commission independently. How cleanly and quickly it's answered is often the clearest early indicator of whether a deal will hold together through to completion.
This entry is for general information only and does not constitute legal, financial, or tax advice. Founders should take specific professional advice before acting on any of the points covered here.
