M&A Due Diligence

Sound decisions through comprehensive commercial, strategic and technological analysis

Due diligence is the moment in a transaction where intention meets reality. It is the process through which assumptions are tested, risks are identified, and the true value of a business is understood. Done well, due diligence protects buyers from costly mistakes and empowers sellers to enter a process with confidence and transparency. Done poorly — or not at all — it leaves both sides exposed.

At Rüssli Ventures, we bring structured, independent, and experienced due diligence support to both sides of a transaction — whether you are buying, selling, or preparing for a future process.

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Our Due Diligence Approach

We believe due diligence should do more than confirm what is already known. It should surface the critical questions, challenge underlying assumptions, and provide a clear, actionable picture of the opportunity — and its risks.

Our approach is:

• Structured — built around a clear framework that ensures no material area is overlooked

• Independent — we have no interest in closing a deal at any price. Our findings are objective and driven by the facts

• Pragmatic — we focus on what is material, avoid unnecessary complexity, and deliver findings in a clear and decision-ready format

• Integrated — commercial, strategic, financial, and technological dimensions are assessed in a coherent and connected way, not in isolation

 

Commercial Due Diligence

Commercial due diligence forms the foundation of any sound acquisition decision. It goes beyond the numbers to assess the underlying health, competitiveness, and sustainability of a business.

Our commercial due diligence covers:

• Business model analysis — understanding how the business creates, delivers, and captures value

• Market and competitive positioning — assessing the size, dynamics, and competitive intensity of the market, and where the business stands within it

• Customer analysis — evaluating customer concentration, retention, satisfaction, and the quality of key relationships

• Revenue quality — assessing the sustainability, predictability, and recurrence of revenue streams

• Financial plan assessment — critically evaluating the business plan and financial projections, stress-testing key assumptions, and assessing the credibility of the forecast

• Management and organisation — assessing the depth and quality of the leadership team and organisational structure

 

Strategic Due Diligence

Strategic due diligence goes beyond the current state of the business to assess its future potential — and the risks that could limit it.

Our strategic due diligence covers:

• Strategic fit — assessing how well the target aligns with the buyer's strategic objectives and portfolio

• Growth opportunities — identifying organic and inorganic growth levers available to a new owner

• Synergy assessment — evaluating realistic synergy potential and the conditions required to realise it

• Risk landscape — identifying strategic, market, and competitive risks that could affect future performance

• Exit considerations — for financial buyers, assessing the long-term value creation story and future exit optionality

 

IP & Technology Due Diligence

For businesses where intellectual property, proprietary technology, or digital infrastructure represents a significant part of the value, a dedicated IP and technology review is essential.

Our IP & technology due diligence covers:

• IP ownership and protection — verifying ownership, registration status, and enforceability of patents, trademarks, and other IP assets

• Technology assessment — evaluating the maturity, scalability, and robustness of proprietary technology and digital infrastructure

• Software and licensing — reviewing software dependencies, open-source usage, and third-party licensing arrangements

• Data and cybersecurity — assessing data governance practices, cybersecurity posture, and regulatory compliance

• Key person risk — identifying dependencies on specific individuals for critical technological knowledge or capabilities

 

Vendor Due Diligence

Vendor due diligence (VDD) is a seller-commissioned review that prepares a business for the scrutiny of a transaction process — before buyers begin their own investigations.

A well-prepared VDD offers significant advantages:

• Credibility and transparency — demonstrating openness and preparedness to prospective buyers, building trust from the outset

• Process control — reducing the risk of surprises surfacing late in a buyer's due diligence that could derail negotiations or erode valuation

• Negotiating strength — entering discussions with a clear, independently validated picture of the business's value and risk profile

• Efficiency — accelerating the overall transaction timeline by reducing the burden of buyer Q&A and parallel workstreams

We prepare vendor due diligence reports that cover commercial, strategic, and where relevant, IP and technology dimensions — structured to withstand buyer scrutiny and support a smooth, value-preserving transaction process.

 

Why Independent Due Diligence Matters

In any transaction, there is a natural pressure to close. Advisors with a financial interest in completion, tight timelines, and the excitement of a deal can all cloud judgement. Independent due diligence — conducted by a party with no stake in the outcome — provides the objective foundation that good decisions require.

What we bring:

• Transaction experience — hands-on knowledge of what matters most in Swiss SME transactions across a range of sectors

• Commercial judgement — the ability to distinguish between risks that are material and those that are manageable

• Analytical rigour — structured, fact-based analysis that goes beyond surface-level review

• Clear communication — findings presented in a format that supports decision-making, not just documentation

• Independence — no mandate to close, no conflict of interest, no agenda beyond the best outcome for our client