EXECUTIVE ADVISORY
The specialist HR track of a transaction’s due diligence. HR Due Diligence examines the people side of a merger or acquisition — the workforce, the HR function, the employment liabilities, the culture — and produces a clear-eyed account of the risks, costs, and integration realities that sit within an organization’s people.
The people side of a deal is consequential — and routinely under-examined
A transaction’s financial and legal diligence is well-resourced as a matter of course. The HR track is one of several diligence streams, and it is frequently the thinnest. Yet the people dimension carries real, quantifiable exposure — underfunded benefit obligations, accrued compensation liabilities, employment litigation, key-person retention risk — and real, harder-to-see exposure in culture and integration. Inadequate diligence is among the most-cited reasons deals fail or disappoint. HR Due Diligence makes sure the people side of a deal is examined with the same rigor as the rest of the transaction.
Who This Is For
- Acquirers — corporate buyers and PE firms — who need the people-side risks and liabilities of a target identified before they commit
- Organizations preparing for a sale who want to know what a buyer’s diligence will find, in time to address it
- PE firms on both sides of their portfolio — buy-side diligence on acquisitions, sell-side preparation for exits
- Deal teams whose financial and legal tracks are well-covered but whose HR track needs a specialist
- Founders and CEOs going to market who want the people side of their organization to present cleanly
- Boards and investors who understand that a people-side surprise after close is an expensive one
Two Engagement Types
HR Due Diligence is one service line, delivered as one of two engagement types. Both examine the same subject — an organization’s people — but from opposite sides of a transaction, and the difference shapes the engagement throughout.
Buy-Side — the acquirer’s diligence
In a buy-side engagement, you are the acquiring organization, and TGC&C examines the people side of a target company you are considering buying. The questions are: what am I actually acquiring in this workforce, what people-related risks and liabilities am I taking on, what will retention of the key people require, and what will the integration actually demand? A buy-side engagement looks outward at a target, and its findings feed your valuation, your deal terms, and your integration planning.
Sell-Side — the seller’s preparation
In a sell-side engagement, you are the organization preparing to be sold, and TGC&C examines your own people side before a buyer does. The questions are: what will an acquirer’s diligence find in our workforce and HR function, what issues should we fix or be ready to explain before we go to market, and how do we present the people side of our organization cleanly? A sell-side engagement looks inward, in advance, and its findings feed your exit preparation. Sell-side work is most valuable done early — well before a transaction process begins.
What HR Due Diligence Examines — Six Areas
Every engagement, buy-side or sell-side, examines six areas of an organization’s people side. All six are examined in every engagement — but not equally; the diligence concentrates effort where the deal rationale and the risk point.
- Workforce structure and composition — headcount by function and location, the organizational structure, the leadership team, tenure patterns, and turnover and retention trends
- Compensation and benefits — pay and incentive structures, benefit programs, and the liabilities within them: underfunded retirement obligations, accrued leave, deferred compensation
- Compliance and employment litigation — adherence to employment law, the state of HR policy and documentation, and the litigation and claims history
- Key personnel and retention risk — the leaders and critical contributors the organization’s value depends on, what holds them, and the retention risk a transaction creates
- Culture — the organization’s culture as it is actually lived, employee sentiment, and — on a buy-side engagement — cultural compatibility and the integration challenge it implies
- The HR function and systems — whether the HR function itself is sound: how it is staffed and led, whether the HR systems are adequate and scalable, the state of HR operations
Three Scope Points Per Side
Each engagement type is offered at three scope points along a scope ladder. What moves an engagement up the ladder is how deep the review goes and how far past the findings report it carries. Each is a flat project fee. We will recommend the right scope point in a discovery and scoping conversation.
Sell-Side — Exit Readiness
| Exit Readiness Review | $12,000 | Document review across the six areas + people-side risk identification + a readiness report |
| Exit Readiness Standard | $17,000 | All of the Review, plus stakeholder interviews + a prioritized remediation roadmap |
| Exit Readiness Comprehensive | $22,000 | All of the above, plus data-room preparation support + a larger or multi-entity scope |
Buy-Side — Acquisition Assessment
| Acquisition Review | $15,000 | Document review across the six areas + people-side risk assessment + a findings summary |
| Acquisition Standard | $25,000 | All of the Review, plus stakeholder interviews + an integration-complexity assessment |
| Acquisition Comprehensive | $35,000 | All of the above, plus a detailed first-100-days integration roadmap + a larger scope |
Buy-side engagements are priced above the equivalent sell-side engagement because buy-side diligence examines an organization you do not know from the inside, works from whatever information a target makes available, and routinely runs under tighter deal pressure. The size and complexity of the organization examined — a larger workforce, multiple entities, international operations, a unionized workforce — and an expedited timeline are factors that move an engagement toward the higher end of its range.
How It Works
Frame the Engagement
A free discovery call confirms the engagement type — buy-side or sell-side — and the scope point. We build a risk-weighted review plan that maps the six areas to your deal, then issue a structured request for the documents and data the diligence needs.
Review the Six Areas
The core of the diligence: a document-and-data review across the workforce, compensation and liabilities, compliance and litigation, key personnel, culture, and the HR function — testing what the documents say against what the numbers show.
Deepen the Review
At the Standard scope point and above, stakeholder interviews test the document findings against what people will say and surface the soft issues that never appear on paper — plus the planning layer that turns findings into a forward plan.
Synthesize & Deliver
We synthesize the findings into a clear, honest diligence report and deliver it live — walking your deal team through what the diligence found, what it means, and what to do with it, with the consequential findings made unmistakable.
A Specialist Track — Working Alongside Your Deal Team
A transaction’s diligence runs in several parallel tracks — financial, legal, commercial, operational, and HR among them. HR Due Diligence is the people-side track. It works alongside the deal’s other advisors, not in place of them: the transaction CPA owns the financial diligence, the M&A attorney owns the legal diligence, and TGC&C owns the HR track. Where a finding sits on a boundary — an employment liability has both an HR and a legal dimension; a benefits-cost exposure has both an HR and a financial one — we quantify and explain the people-side reality and make sure the finding reaches the advisor who owns the deal-terms consequence.
The value of the service is depth in one domain, delivered by someone who has led people functions at the scale that matters. Reading a workforce, pricing a people liability, judging whether an HR function is genuinely sound, and seeing what an integration will actually require are the work of an experienced people leader — not a generalist’s checklist exercise.
Frequently Combined With
A diligence engagement, by design, surfaces the issues that will need fixing or integrating. These are genuinely separate engagements, scoped on their own terms, that often follow an HR Due Diligence engagement:
- Change Management — When a buy-side engagement has planned the people integration, executing it is a distinct engagement. HR Due Diligence plans the first 100 days; Change Management runs the integration.
- Organizational Design & Restructuring — When the integration the diligence planned involves redesigning reporting lines, roles, or the shape of the combined organization.
- Interim CPO — When the combined organization needs senior HR leadership through a post-deal transition while a permanent structure is settled.
- CPO/CHRO Selection Support — When the combined organization needs to hire a permanent people leader.
[Placeholder: Add a testimonial from an HR Due Diligence engagement. Focus on the clarity the diligence brought to the people side of a deal — a risk identified and sized, a liability surfaced before close, or a people-side story made clean before going to market.]
Common Questions
How is this different from the financial and legal due diligence on a deal?
HR Due Diligence is the people-side track only. It does not perform financial, legal, tax, or commercial diligence — those are owned by the transaction’s accountants, attorneys, and other specialists. HR Due Diligence examines the workforce, the HR function, the employment liabilities, and the culture, and works alongside the other tracks. Where a finding has a legal or financial dimension, we provide the people-side reality and route the finding to the advisor who owns the consequence. It is one rigorous track of a larger diligence, not a substitute for it.
We are the seller — why would we do due diligence on our own company?
Because a buyer will, and it is far better to find the issues first. A sell-side engagement examines your people side before a buyer’s diligence does — surfacing what an acquirer will find, what you should fix or be ready to explain, and how to present the people side of your organization cleanly. Done early, well ahead of going to market, it gives you time to address issues that would otherwise become a buyer’s leverage. A clean, well-prepared people-side story is one of the strongest contributors to a transaction that closes smoothly.
How long does an HR Due Diligence engagement take?
The engagement runs against the deal’s timeline, which you control. A buy-side engagement runs inside a transaction’s diligence window — often a matter of weeks from the letter of intent — and is built to deliver in time to inform the deal. A sell-side engagement is less compressed and is most valuable done well ahead of a sale process. We scope the engagement against your actual timeline rather than fixing dates independent of the deal.
Will the diligence find every issue?
HR Due Diligence is a rigorous, experienced examination of the people side of a deal, conducted within a defined scope and timeline and from the information made available. It materially reduces the risk of a people-side surprise — but no diligence can guarantee that every issue has been found, particularly where a target’s information is incomplete or a timeline is compressed. We commit to a thorough, professional diligence and are honest, in the report, about where the information allowed us to see clearly and where it did not.
What happens after the diligence report?
The engagement concludes when the diligence report is delivered and discussed — it is a bounded project, not an ongoing relationship. Where the findings call for continued work, that is a separate engagement: remediating the issues a sell-side review surfaced, executing the people integration a buy-side review planned, or leading the HR function through a post-deal transition. A diligence engagement surfaces exactly those needs, and we will name the genuine ones honestly — but the diligence itself ends with the report.