Bring together the proposed deal, the records available and the decisions already made. A clear distinction between agreed terms and assumptions helps define the next legal stage.
Define what is changing hands
Explain whether the proposal concerns shares, business assets or another restructure. Identify the buyer, seller, relevant entities and what is intended to stay outside the transaction.
Separate agreed terms from open issues
Gather the offer, term sheet, heads of agreement and material correspondence. Identify what has been signed and any deposits, exclusivity arrangements or deadlines before assuming the deal can change freely.
Build the document list
Collect ownership records, material customer and supplier contracts, licences, finance and security documents, IP records and any relevant lease. Identify records that are missing or have not been checked.
Allocate the due diligence work
Agree who will review legal, financial, tax, employment and technical matters. Set the scope around the transaction and known risks, and record issues that require specialist input.
Plan the path to completion
Identify proposed conditions, approvals, third-party consents and the intended completion date. Ask for the next-stage scope, including any post-completion corporate actions, before treating the initial review as the full transaction engagement.
A useful starting brief
- The buyer, seller, entities and proposed transaction structure.
- The offer or term sheet and anything already signed.
- The available business records and known gaps.
- The timetable, conditions, other advisers and immediate decisions.
Use due diligence to inform the decision
The Australian Government’s business purchase guidance treats due diligence as part of investigating the business before deciding whether to make an offer. A useful preparation brief identifies the proposed transaction, the records available and who will examine the legal, financial and operational issues. The scope and sequencing need to reflect the actual deal.
Sources checked 6 October 2026. Regulator and government guidance provides context; it is not advice on your matter.
This guide is a practical preparation aid. The applicable law, documents and facts need to be assessed for your circumstances. It does not determine the scope of an engagement.