Rigorous financial, tax, and regulatory due diligence for acquisitions, investments, joint ventures, and lending decisions across Nigeria.
Overview
Know What You Are Buying Before You Buy It
In any significant transaction — whether a business acquisition, a private equity investment, a joint venture, or a major lending decision — the quality of your information is the single most important factor in your outcome. Surprises that emerge after signing can be costly, disruptive, and in some cases, irreversible.
Due diligence is the process of independently verifying the financial, tax, legal, and operational reality of a target business before you commit. Phillip Eze Osuji & Co. provides structured, evidence-based due diligence engagements that give buyers, investors, and lenders a clear, objective picture of what they are acquiring — including the risks and liabilities that are not visible from the surface.
We work closely with the lawyers, bankers, and other advisers involved in your transaction to ensure that our findings are integrated into the overall deal process and that identified risks are properly reflected in the deal terms, price adjustments, or warranty provisions.
Our Scope
Types of Due Diligence We Provide
Each engagement is tailored to the nature and complexity of your transaction.
Financial Due Diligence
An independent analysis of the target's historical financial performance, quality of earnings, working capital profile, debt and debt-like items, and cash flow sustainability. We identify normalisation adjustments and flag any accounting treatments that may distort the true picture.
Tax Due Diligence
A forensic review of the target's historical tax compliance across all heads — CIT, VAT, PAYE, WHT, Education Tax, and Capital Gains Tax — to quantify any undisclosed or contingent tax liabilities, identify filing gaps, and assess the risk of a future back duty investigation by the FIRS or State Revenue Service.
Regulatory & Corporate Compliance
A review of the target's standing with the Corporate Affairs Commission (CAC), its statutory filings, board and shareholding structure, share capital, and any regulatory licences or approvals that are material to the continuation of the business post-acquisition.
Vendor Due Diligence
A sell-side due diligence report commissioned by the vendor ahead of a sale process, providing prospective buyers with pre-verified financial and tax information, accelerating the transaction timetable and reducing the risk of price chipping during buyer due diligence.
Joint Venture & Partnership Due Diligence
Before entering a joint venture, strategic alliance, or management partnership, we verify your prospective partner's financial health, debt position, tax standing, and corporate governance record — giving you an objective basis for structuring the relationship and its protections.
Lender & Credit Due Diligence
An independent assessment of a borrower's financial statements, cash flow projections, and debt serviceability for banks, DFIs, and private lenders. We verify the integrity of the financial information underpinning the credit proposal and identify off-balance-sheet exposures and contingent liabilities.
Our Process
How We Conduct a Due Diligence Engagement
- 01
Scope Definition & Planning
We meet with you to understand the transaction structure, timeline, and the specific areas of concern — whether financial, tax, or regulatory. We then agree on a clear scope of work, deliverables, and reporting format before requesting access to the target's information.
- 02
Data Room Review & Information Requests
We review all documentation provided in the data room — audited financial statements, management accounts, tax returns, board resolutions, contracts, and regulatory correspondence — and issue follow-up queries directly to the target's management or advisers for clarification on incomplete or inconsistent items.
- 03
Management Interviews
Where the scope requires it, we conduct structured interviews with the target's finance director, tax manager, and other key personnel to validate findings from the data room and to understand the context behind significant accounting judgements, revenue recognition policies, and tax positions.
- 04
Analysis & Risk Quantification
We analyse the information gathered, prepare normalised financial statements, quantify identified tax and financial risks, and assess the likelihood and materiality of each exposure. Where data is incomplete, we apply reasonable assumptions and clearly disclose the basis for our estimates.
- 05
Due Diligence Report
We deliver a clear, well-structured written report setting out our findings, the risks identified (graded by likelihood and potential financial impact), and our recommendations for deal structuring, price adjustment, escrow arrangements, or warranty and indemnity provisions. We present the report to your board or investment committee and answer questions directly.
- 06
Post-Transaction Support
After the transaction closes, we are available to assist with the financial integration of the acquired entity, resolution of identified tax risks, opening balance sheet adjustments, and the first set of post-acquisition statutory financial statements.
Key Focus Areas
What We Look for in Every Engagement
Why Choose Us
Objective Insight at Every Stage of the Deal
We bring no vested interest in whether a transaction proceeds. Our role is to give you the clearest, most accurate picture of the target's financial and tax position, so that you can make your decision from a position of knowledge. Whether our findings support the deal, prompt a price renegotiation, or reveal a risk that makes the transaction inadvisable, our report will be direct, evidence-based, and clearly reasoned.
Our team combines extensive knowledge of Nigerian corporate and tax law, deep familiarity with the standards required by the Institute of Chartered Accountants of Nigeria (ICAN), and practical M&A transaction experience across a wide range of industries and deal structures.
- ✓ Independent, objective assessment with no conflict of interest
- ✓ Combined financial and tax due diligence from a single firm
- ✓ Deep knowledge of FIRS procedures and Nigerian tax risk landscape
- ✓ Clear, structured reports designed for boards and investment committees
- ✓ Responsive turnaround aligned with transaction timetables
- ✓ Strict confidentiality — all engagement information is handled under NDA
