What's included
Diligence is not a sequence. It is six or seven workstreams reading the same data room at the same time, against a clock that was set in the exclusivity letter. The template lays them out as parallel lanes so the bottleneck is visible:
- Approach & NDA — Target identification, approach, non-disclosure agreement, teaser and the information memorandum. Milestone: NDA signed.
- Indicative offer & access — First round review, indicative offer or letter of intent, exclusivity agreed and the data room opened. Milestone: exclusivity starts.
- Diligence workstreams — Financial, legal, tax, commercial, IT and HR diligence run in parallel off the same data room, each producing a report and a set of issues.
- Management & Q&A — Management presentations, site visits, the Q&A log and follow-up requests — the process that determines how fast the workstreams can actually finish.
- Findings & deal terms — Red flag report, valuation adjustment, warranty and indemnity positions, W&I insurance and the final investment committee approval. Milestone: IC approval.
- SPA, signing & closing — Share purchase agreement negotiation, disclosure letter, signing, conditions precedent including regulatory clearance, and completion. Milestone: closing.
How to customize it
- Set the exclusivity end date first and lay the workstreams backwards from it — that is the constraint the whole plan lives inside.
- Add or remove workstream lanes to match the deal; an asset-heavy target needs environmental and property, a software target needs IP and open-source review.
- Give the Q&A log its own row with an owner. It is the shared bottleneck between every workstream and the seller.
- Extend the conditions precedent bar if the deal needs antitrust or regulatory clearance; those durations are set by the authority, not by the parties.
- Insert a formal stop-or-continue point after the red flag report, so a bad finding has a scheduled decision rather than a hallway one.
- Mark NDA, exclusivity start, IC approval, signing and closing as milestones — those are the dates a deal committee tracks.
Scheduling tips
- Open the data room properly before diligence starts. A half-populated room means every workstream burns its first week raising requests instead of reading, and that week never comes back.
- Run one Q&A log, not six. Duplicated and contradictory questions to the seller are the fastest way to exhaust management goodwill and slow every response down.
- Start SPA drafting before diligence finishes. The lawyers can build the structure while findings are still landing; waiting for a clean report is what pushes signing past exclusivity.
- Book management presentations early. The target's executives still have a business to run, and their availability is usually the scarcest resource in the process.
- Separate signing from closing on the chart. Conditions precedent — regulatory clearance, consents, financing — sit between them and can run for months on a large deal.
- Hand the plan over at closing. Integration planning should already be underway; the post-merger integration plan starts where this template ends.
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Frequently asked questions
How long does M&A due diligence take?
For a mid-market deal, typically 6–12 weeks of diligence inside an exclusivity period of a similar length, followed by SPA negotiation and then conditions precedent before closing. The template uses a roughly five-month schedule from approach to closing.
What workstreams belong in a due diligence plan?
Financial, legal, tax, commercial, IT and HR as standard, with environmental, property, insurance or IP added depending on the target. All six core lanes run in parallel here off a single data room.
Why does exclusivity matter so much to the schedule?
Because it is the only period in which a buyer can spend real money on advisers without competitive risk. When it expires the seller can reopen the process or reprice, so the diligence plan is effectively a fixed-duration project.
What is the difference between signing and closing?
Signing is when the parties execute the share purchase agreement; closing is when ownership actually transfers, after conditions precedent such as regulatory clearance and third-party consents are satisfied. On some deals they are the same day, on others months apart.
What happens after closing?
Integration. This template ends at completion; the post-merger integration plan covers day one readiness, workstreams and synergy tracking across the first year.
Is the due diligence template free?
Yes. Free Excel, PowerPoint and CSV downloads, and free online editing with no sign-up.