M&A Checklist for Advisors

At Dillien, we know that the busiest stage of an M&A transaction often comes just before the finish line. Advisors juggle documents, decisions, and deadlines. Every small oversight can create post-closing compli­ca­tions. The most efficient deal teams succeed because they prepare early and track the right details consis­tently.

The following checklist outlines key steps advisors can take before closing to protect deal value, streamline execution, and set their clients up for post-closing success. While not exhaustive, it’s a practical guide drawn from experience across countless trans­ac­tions where preparation made all the difference.

Select Deal Technology That Scales Through Closing

A single, secure platform for due diligence, document sharing, and closing logistics reduces friction across the lifecycle of the deal. Choosing the right data room and workflow tools early avoids migration issues and lost information as the deal progresses.

When: Term sheet

Collect Personal Contact Details for All Security Holders

After closing, advisors, paying agents, and shareholder repre­sen­ta­tives need to contact selling stake­holders for payments, consents, or dispute resolutions. Company email addresses often deactivate once the acquisition is complete, so personal contact information ensures continuity.

When: During due diligence

Review Employee and Director NDAs

Existing confi­den­tiality agreements can inadver­tently restrict necessary commu­ni­cation with employees or directors post-closing. Advisors should flag potential conflicts and coordinate with counsel to clarify permissions in advance.

When: During due diligence

Establish a Post-Closing Expense Fund

Even after closing, legal, accounting, and admin­is­trative costs continue. Setting up a dedicated expense fund, with clear contri­bution mechanics, ensures those costs can be covered efficiently without additional client friction.

When: By signing

Define Post-Closing Payment Respon­si­bil­ities

Determine in advance who will process payments to option holders and other stake­holders. If the buyer assumes respon­si­bility, ensure seller payroll systems remain active and accessible to avoid tax or reporting issues. If a third-party paying agent is used, engage them early to align on mechanics.

When: By signing

Prepare a Verified Allocation Spreadsheet

The allocation of proceeds among share­holders must be accurate and complete. Errors discovered late in the process can delay distri­b­u­tions or require costly recal­cu­la­tions. A verified, advisor-reviewed spreadsheet ensures smooth payment execution.

When: By signing

Provide the Shareholder Repre­sen­ta­tives With Data Room Access or Copy

Allowing the shareholder repre­sen­ta­tives limited access to key diligence materials helps them address post-closing inquiries or disputes efficiently. Clearly document the scope and duration of that access to protect confi­den­tiality.

When: By signing

Identify Continuing Management and Board Partic­i­pants

Post-closing disputes often require context from individuals who were involved pre-closing. Identify which managers or directors can assist and address any potential conflicts, for example, those joining the buyer post-acquisition.

When: By signing