By Bayani Lauraya, Managing Partner, Kreston Thailand
Most due diligence reports I have reviewed over my career share the same structure. There is an executive summary. There are findings organized by workstream. And there is a risk matrix: red, yellow, green. The report lands on the desk of the buyer or the board, and everyone in the room nods at the color coding.
Then someone asks the question that the report does not answer: should we do this deal?
That is the moment most advisory firms go quiet. They have done their job. They found the risks. What happens next is your problem.
I built my career on the other side of that moment. As CFO, COO, and Global President for companies doing cross-border acquisitions, I was the one asking that question. I was the one who had to walk into a board meeting with a recommendation, defend it, and live with the outcome. No color-coded report ever made that easier. What made it easier was having an adviser who understood what I was actually deciding, not just what the target’s financials looked like.
That experience is what Kreston Thailand brings to every transaction we work on. And it changes what we do in ways that are worth understanding before you hire anyone to advise you on a deal in Thailand.
The question most buyers need answered is not 'what are the risks?' It is 'given these risks, what would you do if you were me?'
The Gap Between a Risk Report and a Sound Decision
Here is the honest truth about due diligence in Thailand. The findings are rarely surprising. Related-party transactions that are not properly disclosed. Revenue that looks consistent on paper but is concentrated in one or two customers. Tax positions that have never been formally assessed. Agreements with shareholders that are not reflected in the books.
These are common. Every experienced adviser finds them. The difference is what you do with them.
A standard report will flag these items, assign them a risk rating, and suggest that the buyer seek representations and warranties. That is correct advice. It is also incomplete advice. Because what a buyer actually needs to know is whether these issues are deal-killers, deal-adjusters, or just noise. And answering that question requires judgment that goes beyond accounting.
It requires understanding what the business is actually worth to you strategically. It requires knowing whether the seller is negotiable or entrenched. It requires a view on whether the risk can be managed post-acquisition or whether it will compound. These are not things you find in a workstream report. They come from experience making decisions under exactly this kind of uncertainty.
What We Have Seen From Both Sides of the Table
In the cross-border transactions we have supported at Kreston Thailand, across consumer, technology, and food and beverage sectors, the issues that nearly derailed deals were rarely the ones that showed up red on the initial risk matrix.
In one transaction, the most significant issue was not financial at all. It was the seller’s expectation about their role in the business after closing. That expectation was not in any document. It surfaced in a conversation during due diligence that most financial advisers would not have been in the room for. Because we work closely alongside principals throughout the process, we caught it early enough to address it structurally in the deal terms.
In another deal, a clean set of audited accounts masked a working capital cycle that would have required the buyer to inject significant cash within the first ninety days of ownership. The headline numbers were fine. The timing of collections and payables, when you mapped them to the buyer’s integration plan, told a completely different story. We raised it not as a risk item but as a cash flow model that the buyer’s CFO could take directly to their board.
These are not extraordinary examples. They are typical of what happens when an adviser has sat in the buyer’s seat and knows what actually matters when a deal closes.
Clean financials do not mean a clean deal. The issues that matter most are often the ones that sit between the numbers.
What Partner-Led Advisory Actually Means
At larger advisory firms, partner involvement in a transaction typically means a partner signs the report. The work is done by a team of managers and analysts. The partner appears at key meetings and reviews the output. That is not a criticism. It is simply the model that scale requires.
At Kreston Thailand, I am in the work. I am reviewing the findings, shaping the analysis, and having the direct conversations with the buyer or seller throughout the process. When a board needs to understand what a finding means for their decision, they hear it from someone who has made those decisions, not from someone who has only ever advised on them.
This matters more in Thailand than in many other markets. Thai transactions, particularly in the mid-market and private company space, depend heavily on relationships, on understanding what the seller is actually motivated by, and on navigating regulatory considerations that are not always self-evident from the documentation. That kind of navigation requires experience and presence, not a report delivered after the fact.
The Question We Ask That Others Do Not
At the end of every due diligence process, before we finalize any report, we ask ourselves one question: if we were the buyer, would we do this deal at this price with these terms?
If the answer is yes, we tell our client why and what they need to watch post-closing. If the answer is no, or not at this price, we say that clearly. Not in footnotes. Not hedged in legal language. Directly, in a conversation with the principal.
That is the advice that a CFO or a board actually needs. Not a comprehensive inventory of risks, but a clear view from someone with the experience to weigh them.
Thailand’s M&A market in 2026 is more cautious than it has been in years. Deal volumes are down. Buyers are more selective. Scrutiny is higher. In that environment, the quality of your advisory support is not a secondary consideration. It is one of the few things you can control.
If you are evaluating an acquisition, investment, or business sale in Thailand, we are happy to have a direct conversation about what you are trying to decide and whether we can help.
Contact Bayani Lauraya directly at contact@kreston-thailand.com or visit kreston-thailand.com to learn more about our transaction services.
Kreston Thailand is a member of Kreston Global, a network of independent accounting and advisory firms operating in over 114 countries. Our transaction services include financial due diligence, buy-side and sell-side advisory, and valuation.