Due diligence support for business buyers · Singapore
Every deal has two prices.The business can only afford one.
There is the price you agree to pay. And there is what the business may be able to support from its cash. When those two are far apart, the business carries the strain.
I review the business before you buy it. Under the illustrative model, there is no upfront diligence fee; any later fee applies only under an engagement we both sign before work starts.
The first call is free. Use WhatsApp only for a non-confidential introduction; do not send names, financials or documents.
I publish dated, self-authored essays on businesses, accounting and investment reasoning. They show how I work with filings and public records; they are not client diligence reports or independently reviewed research.
Their fee may not depend on what follows.
The incentive differs from a fee tied to a later result. My proposed fee uses a measure agreed before work begins.
On the left, outcomes reported in selected large-deal studies. On the right, fee structures described by an academic study and a commercial price guide. Each source is linked below, with its limits stated.
The business
KPMG identified overpaying as one reason buyers lost value.
In its sample of more than 3,000 large deals from 2012 to 2022, KPMG reported that buyers lost value in 57.2% of cases. The sample does not measure small-business deals.
Debt can change what happens after a buyout.
In a matched analysis of 467 large U.S. public-to-private buyouts, the estimated ten-year bankruptcy probability was 19.9%, compared with 2.0% for matched controls—a 17.9 percentage-point difference.
Ayash & Rastad, Finance Research Letters, 2021 — observational large-deal study ↗
None of this requires anybody to be dishonest.
Advisers can do good work within a fee structure that still rewards a larger deal or a completed transaction.
The fee
In one study, the buyer’s adviser was paid only if the bid won.
That structure can reward completion. It does not show how any specific adviser behaved or whether the same structure applies to your deal.
Some published fee examples combine a success fee with a monthly retainer.
DealRoom currently lists monthly retainer examples of $25,000 to $75,000 and says success fees vary with deal size. It is a commercial price guide, not a market-wide study.
DealRoom, accessed 28 August 2026 — commercial price guide ↗
Some fees depend on deal size and whether the transaction closes.
The academic paper describes that structure in its sample. It is evidence about an incentive, not proof of misconduct or a result for every deal.
Where these numbers do not apply
The outcome studies concern large deals, and the fee examples do not establish what a small-business adviser will charge. These sources do not provide a measured failure rate for a business your size. They offer mechanisms and examples, not a direct estimate.
A purchase price the business cannot support can put pressure on staffing, stock and the owner's capital after the deal.
So one question remains before anybody signs: what purchase price and financing structure might the business's cash support? A forecast can inform that question, but it should not be the only test.
Where these numbers come from
- 01KPMG, “The M&A Dance”, 2025 — 3,000+ public-company deals over US$100m. ↗
- 02Ayash & Rastad, Finance Research Letters vol. 38, 2021 — matched analysis of 467 large U.S. public-to-private buyouts. ↗
- 03Morkoetter & Wetzer, University of St Gallen WPF 2015/15, 2017. ↗
- 04DealRoom, accessed 28 August 2026 — a commercial fee guide, not a market-wide study. ↗
less than you think.
Two examples of questions I use when reading accounts. The documents and checks needed vary by business.
Who actually pays, and why they keep paying
- What the statements show
- Revenue is one line on the income statement. To understand its concentration and durability, I ask for the customer list, buying history and share contributed by the largest customers.
- What they do not
- A million a year from forty customers has a different risk profile from a million a year from three. The revenue line alone does not show that difference.
- What I go and check
- If the biggest customer left, what would remain? A customer list and follow-up evidence can help answer that, but the time and documents needed vary by business. I then test the stated reasons customers stay instead of treating them as facts.
What the money costs, and how long it stays cheap
- What the statements show
- An insurer can collect premiums before it pays claims. In the meantime it is holding other people’s money, and the accounts record that as a liability.
- What they do not
- The size, cost and duration of that pool help shape the insurer’s funding economics. The accounts may not answer every part without further context.
- What I go and check
- Public filings may disclose all three. On an ordinary business, I ask a related question: does cash arrive before bills fall due, and for how long has that pattern held?
↗ Money That Isn’t Yours but Works Like It Is, 2026 — read it in full
Twelve dated essays show parts of the method in public.
They are self-authored, self-published work on businesses, accounting and investment reasoning. Many use company filings and public records; they are not client diligence reports, peer-reviewed papers or institutional research.
Twelve public essays
All twelve on Substack ↗Scroll sideways · 27 June – 5 August 2026 · publicly readable on Substack
These essays are self-authored and self-published. You can read them before sharing anything about a business with me.
The essays use listed-company filings because readers can inspect the sources. Advisory work concerns private businesses; there, I inspect only the records supplied under the agreed scope and mark what I cannot verify.
It is a shorthand.
A five-times earnings multiple says the price equals five years of current earnings. It does not account for growth, decline, financing, tax, or cash conversion.
Discounted cash-flow models project future cash and often assign a terminal value after the explicit forecast period. That value can be a large share of the result and is sensitive to assumptions including the forecast horizon, growth and discount rate.
I do not rely on one forecast. I ask what would have to remain true, inspect the evidence available today and test more than one outcome.
Damodaran, NYU Stern, 2016 ↗·Mauboussin & Johnson, Credit Suisse First Boston, 1997 ↗
Used in public, on ten industries
The Ship Has a Price Tag · The Invisible Franchise · The Invisible Architecture · and nine more ↗
A first-pass ratio
The calculator divides adjusted operating profit by a simplified asset base. The result is a non-standard screening ratio—not a reinvestment rate, cash flow, return on capital, forecast, or valuation.
Accounting choices and omitted obligations can materially change the result. Use it to decide what to inspect next — cash conversion, maintenance investment, working capital, debt and accounting policy — not as a standalone decision rule.
Use it as a first-pass check on the business you are looking at.
The calculation runs here; your figures are not sent anywhere.
5 figures to start
would work.
The outline below is illustrative. Work begins only after both sides sign the scope and terms.
Look before you commit.
Examine how the business makes money, what evidence is missing and what could put pressure on its cash before you sign.
No upfront diligence fee.
The proposed model has no retainer, monthly fee or fee at close. Any contingent fee requires a signed engagement.
Separate facts from assumptions.
The findings distinguish documents, observations, assumptions and unverified items. They are not an audit, valuation or recommendation to buy.
Possible fee structure
Illustrative only — not an offer, engagement, projection or expected result.
One possible structure would charge a 25% contingent fee on improvement above a 6% hurdle at specified annual measurement dates for up to three years. Under that illustration, no contingent fee is due if you do not acquire the business or the agreed measure never clears the hurdle.
No work starts and no fee is due unless both sides sign an engagement defining scope, confidentiality, conflicts, the measure, unit and baseline, accounting adjustments, fee calculation, payment dates, termination and dispute handling. Improvement may reflect many factors and is not evidence that this work caused it.
What you get, and in what order
- 01
An initial call, at no charge.
Share only a non-confidential outline of the business, the deal stage and what help you want. I will say whether the proposed scope appears suitable before either side commits.
- 02
Agree the scope and a secure way to send documents.
Do not send accounts, customer lists, leases, licences or other confidential material over WhatsApp. If both sides proceed, the signed engagement will define confidentiality, access, retention and deletion, and an agreed transfer method.
- 03
Review the agreed evidence.
The work examines the agreed questions, documents and observations. Any site visit, third-party check or additional material stays within the written scope.
- 04
A written findings note, and a call to walk you through it.
Each material statement identifies its basis. Unverified items, assumptions and limits remain explicit. The note is analytical diligence, not an audit, valuation or recommendation to buy.
If you are looking at a business, send a short, non-confidential message: the broad sector, the deal stage and what help you are looking for. Do not send names, financials or documents in the first message.
The button opens WhatsApp with an editable draft; you choose whether to send it. WhatsApp's privacy policy applies. CeroLab uses the name, phone number and message you choose to send to reply to your enquiry. Use WhatsApp only for non-confidential first contact. Read CeroLab's privacy notice.
Run by Felix — one person, in Singapore. LinkedIn · X · Substack
Not ready to say anything about your business? Read the essays first ↗ The public archive does not require you to contact CeroLab.
Scope
CeroLab provides analytical diligence support. It does not audit or certify accounts, issue a valuation or fairness opinion, arrange financing, handle client money or give investment, legal or tax advice. The buyer remains responsible for the decision and should use appropriately qualified advisers. The exact scope and service boundaries must be agreed in writing before work begins.