HR Due Diligence

EXECUTIVE ADVISORY

HR Due Diligence is the people side of a transaction, examined with the rigor the rest of the deal already gets. A deal’s financial and legal diligence is well-resourced as a matter of course; the HR track is routinely the thinnest. Yet the people side carries real, quantifiable exposure — underfunded benefits, accrued compensation, employment litigation, key-person retention risk — and real, harder-to-see exposure in culture and integration. We make sure it’s examined as carefully as everything else, by someone who has led people functions at the scale that matters.

When the people side of a deal is the part no one diligenced

The bankers run the model. The attorneys review the contracts. The accountants reconcile the books. And the workforce — the largest ongoing cost, often the source of the value, and the thing hardest to change after close — gets a quick read from someone whose real job was the financials. Then the deal closes, and the surprises start: the retention agreements that paid out on signing, the key engineer who left in month two, the contractor population that should have been employees, the two pay systems that won’t reconcile. None of it was hidden. It simply wasn’t examined. The people side of a deal is examinable — it just needs someone whose job it is.

Who This Is For

Acquirers — strategic or PE — evaluating a target’s workforce, liabilities, and integration risk before they commit
Companies and founders preparing for a sale who want to know what a buyer’s diligence will find before the buyer finds it
PE firms running buy-side diligence on a platform or add-on acquisition, where people-side surprises hit the value-creation timeline directly
Deal teams whose financial and legal diligence is well-resourced but whose people-side track is an afterthought
Boards and investors who need the people-side exposure of a deal quantified, not hand-waved
Acquirers planning a post-close integration who want the first 100 days driven by what diligence actually found

Two Engagement Types

Every engagement is one of two types. The four-phase arc and the six review areas are the same in both — what changes is the vantage point, the information you’re working from, and what the report is for.

Buy-Side

The acquirer’s diligence. We examine a target you may acquire — what you’re taking on in the workforce, the risks and liabilities, what retention and integration will require. The findings feed your valuation, your deal terms, and your integration planning.

Sell-Side

The seller’s preparation. We examine your own people side before a buyer does — what their diligence will find, what to address or be ready to explain, and how to present cleanly. Most valuable done well ahead of going to market.

What HR Due Diligence Examines

Six review areas, examined in every engagement — but never equally. We weight the depth to where your specific deal puts the risk, so the areas that matter most are examined deeply enough to find what’s there.

Workforce structure & composition: headcount, org structure, spans and layers, the employee-and-contractor mix, and turnover and retention trends.
Compensation, benefits & liabilities: pay and incentives, benefit programs, and the liabilities within them — accrued leave, underfunded obligations, change-of-control and transaction bonuses.
Compliance & employment litigation: employment-law exposure, worker classification, and the litigation and claims history — and the pattern within it.

Key personnel & retention: the people the organization’s value actually depends on, what holds them, and the retention risk a transaction creates.
Culture: the culture as it’s actually lived, employee sentiment as the data shows it, and — buy-side — cultural compatibility and the integration challenge it implies.
The HR function & systems: whether the people function is sound, scalable, and led — or a thin, over-stretched, hidden integration cost.

Scope & Investment

Three scope points per side, each a flat project fee. The right one depends on how deep the review needs to go and how far past the findings report the engagement needs to carry — we’ll recommend a fit on the discovery call.

Sell-Side — Exit Readiness

Review · $12,000 — Document-and-data review across the six areas, risk identification, and a readiness report.
Standard · $17,000 — Adds stakeholder interviews and a prioritized remediation roadmap.
Comprehensive · $22,000 — Adds data-room preparation support and a larger or multi-entity scope.

Buy-Side — Acquisition

Review · $15,000 — Document-and-data review across the six areas, risk assessment, and a findings summary.
Standard · $25,000 — Adds stakeholder interviews and an integration-complexity assessment.
Comprehensive · $35,000 — Adds a detailed first-100-days integration roadmap and a larger scope.

All engagements are flat project fees, not hourly, and run against your deal’s diligence timeline. A thorough diligence reduces but never eliminates the risk of a people-side surprise — particularly where a target’s information is incomplete — and we’re explicit, in every engagement, about what the information let us see and what it did not.

How an Engagement Runs

Frame & Request

We confirm the engagement type and scope point, map the six review areas to your specific deal, and issue a structured information request weighted to where the risk sits. On a buy-side deal this moves fast — the diligence window is short.

Review the Six Areas

The core diligence: a document-and-data review across the workforce, the liabilities, the compliance picture, the key people, the culture, and the HR function itself — testing what the documents say against what the numbers show.

Deepen the Review

Stakeholder interviews that test the documents against what people will actually say, plus the planning layer — a remediation roadmap on a sell-side engagement, an integration-complexity assessment on a buy-side one. Included at Standard and above.

Synthesize & Deliver

A clear, honest diligence report — risks sized and prioritized — delivered live, with the consequential findings made unmistakable and the legal and financial items routed to the advisors who own them.

A Specialist Track — Working Alongside Your Deal Team

HR Due Diligence is the people-side track of a transaction’s diligence — it works alongside your financial and legal advisors, not in place of them. We examine the workforce, the liabilities, the culture, and the HR function; we quantify the people-side reality and route the findings with a legal or financial dimension to the attorney and the accountant who own them. We don’t give legal opinions or set valuation — we give your deal team the experienced people-side read it’s otherwise missing. The value is depth in one domain, delivered by someone who has built and led people functions at Fortune 500 scale, not a generalist’s checklist across all of them.

Frequently Combined With

A diligence engagement, by design, surfaces exactly the issues that will need fixing or integrating next. We name the genuine ones honestly — and each is a separate engagement, never a follow-on the report was shaded toward:

Change Management Consulting — When a buy-side review is complete and the people integration needs executing. The diligence plans the first 100 days; change management runs them.
Org Design & Restructuring — When the integration involves restructuring the combined organization, not just absorbing it.
Fractional CPO & HR Advisory — When the post-deal organization needs strategic HR leadership through the transition, on a fractional or interim basis.
People & Talent Strategy — When a sell-side review surfaces issues worth remediating before going to market, or a buy-side review identifies talent gaps to close after close.

[Placeholder: Add a testimonial from an HR due diligence engagement. Focus on what the diligence surfaced that the deal team would otherwise have missed — a quantified liability, a retention risk, an integration cost — and the confidence it gave them going into the decision.]

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Common Questions

How is this different from the diligence our bankers and attorneys already do?

It’s a different domain, run in parallel with theirs. Financial diligence reads the model; legal diligence reads the contracts; HR Due Diligence reads the workforce — the people, the people-cost liabilities, the compliance exposure, the culture, and the HR function itself. We work alongside your financial and legal advisors and route any finding with a legal or financial dimension to the advisor who owns it. The point is depth in the one area their generalist read tends to skim.

We’re the ones being acquired — why would we diligence ourselves?

Because the buyer will, and it’s far better to know what they’ll find before they find it. A sell-side Exit Readiness review examines your people side the way a buyer’s diligence will, identifies what to fix and what to simply be ready to explain, and — at the higher scope points — helps you prepare the people side of the data room so it presents cleanly. A surprise a buyer finds becomes a price reduction; the same issue surfaced early becomes a manageable item.

How fast can you turn this around?

The engagement is built to run inside your deal’s diligence window, which you control. Buy-side reviews move quickly by necessity. The scope point sets the depth — a base Review is a focused document-and-data diligence; Standard and Comprehensive add interviews, a planning layer, and preparation work, and need more runway. We’ll be honest on the discovery call about what’s deliverable in the time the deal allows.

What if the data room is thin or the target won’t give us much access?

On a buy-side review, what’s missing is itself a finding — a gap in a target’s data room may mean the information doesn’t exist, is disorganized, or is being withheld, and the deal team should know that. We work within whatever access the deal process permits, track the gaps as evidence, and are explicit in the report about how much the available information and access let the diligence test. We never present a diligence as a guarantee that every issue was found.

Do you give legal opinions on the employment issues you find?

No. We identify and size the people-side risk — for example, a contractor population that functions as employees, with the back-pay exposure that implies — and we flag it clearly for your employment counsel, who owns the legal judgment. The same discipline applies to the financial side: we quantify the people-cost liabilities and hand the figures to your financial advisor to book into the model. We give the people-side reality; we don’t cross into the other tracks’ work.

What happens after the diligence — can you help us fix or integrate what you find?

Often, yes — but always as a separate engagement, named honestly. A buy-side review that maps a complex integration leads naturally to change management or org design; a sell-side review that surfaces issues to remediate leads to People & Talent Strategy or HR advisory work. We’ll tell you which next needs are genuine and which can wait. The diligence report itself is never shaded toward the size of the follow-on it might justify — its only job is the truth about the people side of your deal.