Professional-services targets sit on partner economics: capital and current accounts, profit shares, WIP, lock-up days, restrictive covenants and SRA / ICAEW / RIBA approval where the entity is regulated.
Direct answer
UK professional-services M&A diligence layers partner-economic and SRA / ICAEW / RIBA regulatory review on top of the generic Schedules: capital and current accounts, profit-share mechanism, WIP and lock-up days, restrictive covenants on key partners and consent from the relevant regulator on change of control.
Sector add-on clauses
- II.12Obtain debtor and creditor ageing; test for overdue balances and concentration.Severity B
- V.9Confirm any restrictive covenants (non-compete, non-solicit) binding key personnel.Severity B
- V.13Confirm regulatory licences and any consent required on change of control.Severity A
- VI.18Identify any restrictive covenants in director service agreements that survive the transaction.Severity B
These add-ons supplement, not replace, the generic 14-Schedule scope. Begin with the generic checklist and layer these on.
This page is anchored to UK primary legislation and named regulator guidance only. Not legal advice. Confirm position with your appointed adviser before signing.