Patricia Barrios

M&A due diligence, from someone who's done it on both sides

Financial due diligence for buyers, and investment-readiness for sellers — grounded in Big 4 audit training and my own hands-on experience running an acquisition due diligence process.

Why this isn't generic M&A advisory

Most of what goes wrong in a deal isn't the strategy — it's the numbers underneath it not holding up under scrutiny. I spent over a decade in external audit at PwC and KPMG doing exactly that kind of scrutiny: SOX compliance testing, internal control walkthroughs, substantive testing on multinational clients across manufacturing, oil & gas, retail, and financial services. I've also run this process from the buyer's chair myself, building a full acquisition due diligence dataroom — scoring matrix, compliance checklist, deal sheet — when I evaluated buying an accounting practice. That combination is what I bring to your deal: I know what auditors and lenders look for, because I've been the one looking. To be clear about scope: this is financial due diligence — not legal, tax, or commercial. On most deals I work as one specialist within the wider deal team, alongside your lawyers, tax advisors, and any technical experts the deal needs, not as a substitute for them.

Which side of the table are you on?

Buying, selling, or preparing to raise — each needs a different kind of scrutiny.

For sellers · before you go to market

Sell-Side Readiness Assessment

Most family businesses and SMEs are worth more than a buyer can verify — because the books are informal, ownership of the numbers is unclear, or there's no consolidated picture. I assess the gap between what your business is worth and what it can currently prove, and build the roadmap to close it before a buyer or investor finds it first.

Financial statement clean-up gap assessment
Informal-to-investable readiness roadmap
Data room structure and document checklist
Red flags a buyer's due diligence would surface, found first by you
From €2,500/project
For buyers · evaluating a target

Buy-Side Financial Due Diligence

Before you sign, I go through the target's numbers the way an auditor does — because that's exactly the training this comes from. Quality of earnings, working capital normalization, and the kind of internal control walkthrough I ran for years at PwC and KPMG, now applied on your behalf, not the target's. Scoped to the financial side specifically — I typically work alongside your legal and tax advisors on the deal, not in place of them.

Quality of earnings review
Working capital and cash flow normalization
Internal control walkthrough, SOX-style rigor
Red-flag report, written for a decision, not a checklist
From €6,500/project per target
During an active deal

M&A Advisory & Deal Support

Ongoing financial support through a live transaction — the same rolling cash flow analysis and funding-viability work I do internally to advise on strategic M&A growth, applied to your deal. For founders and management teams who need a finance lead in the room without hiring one full-time.

Rolling cash flow modeling for funding viability
Deal structuring input alongside your legal counsel
Management-side representation in diligence calls
Available through signing and into early integration
From €1,800/month during active deal

Common questions

My business isn't "informal" — do I still need a readiness assessment?

Probably still worth it. I wrote about this exact pattern: businesses that are worth real money often can't prove that value in a way a buyer, investor, or bank will trust — the gap is between what's true and what's demonstrable. That gap is usually invisible from the inside until someone from outside goes looking for it, which is either me now, on your terms, or a buyer's due diligence team later, on theirs.

What exactly does a quality of earnings review catch that a normal audit doesn't?

A statutory audit confirms the numbers are fairly stated under an accounting standard. A quality of earnings review asks a different question: are these earnings real, recurring, and yours to buy — after stripping out one-time items, related-party transactions, and owner add-backs that won't survive the deal. It's the difference between "the books are correct" and "the price makes sense."

Do you work on both sides of a single deal?

Not simultaneously — I represent one side per transaction to avoid any conflict of interest. But having run sell-side readiness and buy-side diligence separately means I know exactly what the other side's team is going to be looking for, whichever side I'm on.

Is this different from your Interim CFO service?

Related but distinct. Interim leadership is ongoing operational finance — running the function month to month. M&A work is transaction-specific: it starts when a deal is on the table and ends at signing (or shortly after). Some clients use both — an interim CFO engagement that later includes M&A support when an acquisition comes up.

Where are you in the process?

Tell me a bit about your situation — I'll tell you honestly what's the right starting point.