In a complete M&A process, Due Diligence is the moment when the operation ceases to be an “attractive story” and becomes an informed decision. It is the phase in which the buyer contrasts what was negotiated in the letter of intent with the documentary and operational reality of the target company, identifying risks that may affect the price, the structure of the transaction or the required guarantees. In the working documents used, the approach is clearly oriented to a “Red Flags” Due Diligence, that is, focused on detecting key contingencies from the review of the documentation delivered (“disclosed documents”) and within a defined scope (“scope”).

That is where martinsdelima brings differential value: we turn Due Diligence into a tool for process control and client protection, not a simple report. Our work begins by ordering the “data room”: we demand consistency, traceability and completeness, knowing that any analysis depends on the quality of what is delivered and its limits (the reports themselves recall that the work is based on copies and the perimeter of documentation provided). With this, we reduce uncertainty, avoid last-minute surprises and align all parties around a clear information framework.

martinsdelima’s methodology is based on a very simple logic: detect, prioritize and resolve. First, we break down the review by areas (fiscal, legal and labor) to identify relevant contingencies and those that require additional investigation before executing the investment. Afterwards, we switch to “negotiation mode”: each finding translates into an action plan, and the objective is not to accumulate observations, but to reach a closing route with concrete tasks, clear responsibilities and a mitigation strategy.

In this case, the documentation shows very well the type of problems that usually block an operation if no one governs them. For example, in the legal/corporate area, there are needs for regularization of corporate books and other formal adjustments that, if ignored, complicate closing or generate unnecessary friction. In contracting, typical M&A risks appear, such as change of control clauses in financing that may give the right to early termination, which requires managing consents or “waivers” as a practical condition to sign with peace of mind. And in labor, sensitive contingencies linked to inspections, use of interns and temporality are identified, in addition to the risk that certain collaborators are considered employees.

The difference between “seeing risks” and closing well lies in how they are managed. martinsdelima uses the “how to tackle it” approach to convert each contingency into an operational and contractual solution: prior remediation when possible (regularizations and pending documentation), active management of consents with critical counterparties (especially in contracts and financing), and protections in the purchase agreement when the risk must survive closing (declarations and guarantees, indemnities, suspensive conditions and covenants).

The result is an excellent resolution because the client not only understands “what there is”, but what to do with it: what to demand, what to correct, what to condition and what to shield. And that, in M&A financial consulting, is what makes the difference: reduce real risk, accelerate decisions and bring the operation to a solid closing, without improvisations and with control in the hands of the buyer. In other words: martinsdelima not only accompanies Due Diligence; it turns it into a lever to negotiate better and close safely.