Pre-LOI Red Flag Review

A rapid technology scan for buyers still deciding whether to proceed — before you commit to a Letter of Intent, or to full due diligence.

You’re evaluating a target. The commercial case looks reasonable. What you don’t have yet is any independent read on the technology — and you don’t want to commission a full four-week Technology Due Diligence engagement before you’re even sure you want to proceed to an LOI.

That is what this engagement is.

€4,950. Typically one week, sometimes faster. Written findings, focused specifically on deal-breaking or price-affecting red flags.

Fixed fee. No implementation work. No commissions. Independent of the seller and any advisor with a transaction-completion incentive.

Why buyers commission this before an LOI

  • You want to know if there’s anything in the technology that would kill the deal, or move the price, before spending real time and legal cost on an LOI.
  • You’re one of several bidders and need to move fast, without the four-week timeline a full Due Diligence engagement requires.
  • The target is technology-enabled but technology isn’t the primary asset, and full Due Diligence depth isn’t proportionate yet.
  • You want an independent view to weigh against what the seller’s own information memorandum claims about the technology.

Who this is for

PE buyers, strategic acquirers, and investors evaluating a target before committing to an LOI or a full due diligence budget.

Deal teams that need a fast, independent technology read to inform go/no-go, not yet the full evidence base a completed transaction requires.

Who this is not for

Buyers past LOI who need the full evidence base for warranties, price negotiation, and post-close integration planning — that’s Technology Due Diligence directly, and the Red Flag Review fee is credited toward it if you proceed.

Sellers preparing for exit — that’s sell-side readiness, a different engagement with different scope.

What you receive

A red flag list. Anything found that could plausibly kill the deal or move the price, named specifically, with the reasoning behind each one.

A concentration and dependency read. Key-person risk, critical vendor lock-in, and any single point of failure a buyer should know about before proceeding.

A go/no-go steer. Not a recommendation to buy or not — that’s a commercial decision — but a clear statement of what the technology picture actually looks like, and what it would take to verify further.

How it runs

Typically one week from engagement to findings, sometimes faster where deal timelines require it.

Scoped tightly around what’s available at this pre-LOI stage — usually a data room, a small number of management calls, and whatever technical documentation the seller is willing to share before exclusivity. The scan is deliberately narrower than full Due Diligence: it’s built to surface what would change the deal, not to produce the complete evidence base a closed transaction eventually needs.

What this is not

A substitute for full Technology Due Diligence. The Red Flag Review answers “should we keep going” — it does not produce the depth of evidence needed for warranty negotiation, price adjustment, or post-close integration planning. Deals that proceed past LOI should commission the full engagement.

A guarantee. Limited pre-LOI access means limited certainty — the Review states clearly where confidence is high and where it isn’t.

What happens next

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Thirty minutes. Given deal timelines, we can usually turn this around quickly — tell us the timeline and we’ll confirm whether we can meet it.

Book a Pre-LOI Red Flag Review scoping call