Close to three-quarters of all dealmakers foresee a future in which due diligence will become more complex in the next two years, and surviving deals are not necessarily the quickest ones. They are the deals where someone checked the numbers before anyone signed anything. Transactions rarely collapse entirely over a buried contract clause.
They collapse because a number nobody verified turned out to be wrong, surfacing only after closing when renegotiation is no longer possible. Closing that gap, before it becomes irreversible, is the core job of financial due diligence services: turning raw statements into a defensible picture of value and hidden obligation.
Where Deal Risk Actually Hides
Most transaction risk sits inside numbers that look fine on the surface. Recent industry research links a rigorous financial review to valuation swings of 15 to 25 percent, enough to turn a fair price into a quiet overpayment.
Those who do not go through this stage usually find out about problems only after closing, at a time when it’s too late to renegotiate. A survey of top dealmakers in 2026 discovered that one in five dealmakers surveyed experienced delays ranging from one to three months.
Common categories that surface during a proper review include:
- Contingent liabilities not shown on the balance sheet
- Revenue concentrated in one or two customers
- Working capital that masks an underlying cash flow problem
- Unresolved tax exposure carried over from prior years
A Distinct Risk Layer In Thailand
The risks associated with cross-border transactions in Thailand present an element that cannot be fully identified using standard due diligence procedures. Restrictions under the Foreign Business Act, BOI license requirements, and the structure of the property title system determine what a buyer acquires, beyond what is reflected on the balance sheet.
A further complicating factor in the deal-making process involves family-owned businesses. Related party transactions in the market often serve to artificially inflate profits and create obligations.
A reviewer without local grounding can miss this, even while checking every line on a standard global template. The volume of transactions makes it more pressing because the market for global due diligence services is expected to grow from around USD 1.89 billion in 2026 to USD 3.81 billion in 2035.
The Focus of Buyers and Sellers is Different
Buyers and sellers alike study the same financial papers for different reasons, and this is what drives their priorities during this process.
| Priority Area | Buy-Side Focus | Sell-Side Focus |
|---|---|---|
| Earnings quality | Strip out one-off gains | Present sustainable earnings clearly |
| Working capital | Identify hidden cash strain | Normalize seasonal swings |
| Tax exposure | Quantify inherited liability | Resolve issues before marketing |
| Timeline | Extend review if red flags appear | Compress timeline to protect momentum |
Sell-side preparation has become almost as strategic as buy-side scrutiny, since a business that has resolved its own weak spots tends to close faster and at a stronger price. Findings from this stage increasingly inform whether warranty and indemnity insurance can bridge a remaining valuation gap.
Turning Findings Into Deal Terms
A due diligence report only earns its cost when its findings actually move the deal itself. Quality of earnings adjustments feed directly into price negotiations, working capital targets, and escrow terms.
Engaging financial due diligence services early, rather than after a term sheet is signed, gives both sides room to renegotiate structure instead of walking away entirely.
For deals involving a Thai entity, that early engagement matters even more. Forvis Mazars’ business valuation support in Thailand pairs recognised valuation methodology with the regulatory grounding a Thai transaction specifically requires.
Owners on either side of the table gain the same thing from a properly scoped review: a transaction built on verified numbers, not on assumptions nobody tested.









