Due Diligence for Academy Conversion and MAT Growth

Due diligence is the point at which both sides find out what they are actually taking on. Done properly it prevents years of difficulty. Done as a document exchange, it produces a folder nobody reads and a set of surprises that arrive eighteen months later.

This article sets out what due diligence should cover, in both directions, and what tends to be missed.

Due Diligence Runs Both Ways

The most common failing we see is that due diligence is treated as something a trust does to a school.

It is not. The school is making a decision it cannot easily reverse about the organisation it will belong to. The trust is taking on educational, financial and legal responsibility for a school it did not build. Both are exposed, and both should be looking hard.

Schools that only submit to due diligence rather than conducting it are, in effect, letting the trust choose them rather than choosing the trust. Our guide to choosing the right multi academy trust sets out what a school should examine.

What a Trust Should Examine in a Joining School

Educational position. Attainment and progress across year groups, not just headline figures. Curriculum quality. Assessment reliability. The gap between the school's self evaluation and what the evidence supports. This last one is the most revealing thing in the whole exercise.

Leadership capacity. Is the leadership team the reason the school is where it is, and will they still be there in a year? Succession risk is frequently underestimated.

Safeguarding. Policies, single central record, training records, case handling, referral practice and culture. This is non negotiable and should be examined by someone who knows what they are looking at rather than checked off a list.

SEND and inclusion. Numbers with EHCPs, quality of provision, relationships with the local authority, any tribunal history, and whether any pupils are receiving provision the school cannot actually deliver.

Attendance and exclusions. Trends, use of alternative provision, any off rolling risk, and how the numbers compare with similar schools.

Finance. Three year position, reserves, deficits, commitments, staffing structure affordability, and any liability that will land after conversion.

Estates and premises. Condition surveys, outstanding works, asbestos, fire safety, compliance certificates, and any capital need the trust would inherit. This is the second most common source of unpleasant surprises.

Land and legal. Title, third party use, shared sites, playing field arrangements, PFI, and anything that will complicate transfer.

Human resources. Contracts, unusual terms, sickness absence, live disciplinary or grievance matters, employment tribunal exposure, and TUPE implications. Our guide to TUPE and conversion covers this.

Contracts and commitments. Long term contracts, leases, licences, service agreements and anything with a punitive exit clause.

Governance. Minutes, decision quality, any unresolved complaint or dispute, and the relationship between the governing body and leadership.

Reputation. Local standing, parental confidence, complaints history, and anything in the local press.

What a School Should Examine in the Trust

The mirror image, and the part most often skipped.

• Educational outcomes across all trust schools, including those that joined struggling.
• Inspection outcomes since joining, school by school.
• Published accounts, reserves and any deficit schools.
• The scheme of delegation, read in full.
• Central team structure, capacity and cost, and whether it is growing in line with the trust.
• Governance quality, including members, trustees and internal scrutiny arrangements.
• Growth plans and whether capacity exists to support them.
• Headteacher turnover across the trust.
• The top slice and precisely what it covers.
• Any history of rebrokering, schools leaving, or regulatory intervention.

Our guide to MAT growth strategy covers what a trust needs in place to grow safely.

The Things That Surface Too Late

In our experience, five categories account for most post conversion regret.

Estates. A roof, a boiler or a compliance issue that nobody costed. Condition surveys are worth commissioning properly rather than relying on what exists.

Staffing structure affordability. A structure that works on current pupil numbers and does not work on projected ones. Model the roll, not just the budget.

SEND commitments. Provision promised to families or written into plans that the school has not been resourcing. This carries both cost and risk.

Live employment matters. A grievance, a capability process or a tribunal claim that transfers with the staff.

Cultural misalignment. Not a document issue, and the one that causes most long term difficulty. A school that values autonomy joining a trust that values consistency will find out eventually.

That last one cannot be found in a data room. It is found by talking to people, visiting schools, and asking direct questions about what a joining school gives up.

How to Run It Well

Agree scope and timescale at the outset. Both sides should know what is being requested and by when.

Use people who know what they are reading. A safeguarding audit needs someone who has been a designated safeguarding lead. An estates review needs a surveyor. Finance needs someone who understands academy accounting.

Ask for explanations, not just documents. The single central record tells you what is recorded. A conversation with the person who maintains it tells you whether the system works.

Look for the gap between self evaluation and evidence. Where a school's account of itself and the evidence diverge, that gap is the finding.

Write findings down, with risk ratings. A board cannot make a decision from a folder. It can make one from a report that says what was found, how serious it is and what should happen about it.

Convert findings into commitments. Anything material should end up in the conversion agreement or in a written plan with owners and dates. Findings that stay in a report get forgotten.

From Our Experience

Many leaders tell us the due diligence was thorough and the problems still arrived.

We often see the reason. The findings were identified, recorded, reported to a board, and then not converted into anything. The trust noted that the school had an estates liability. Nobody agreed who would fund it or when. Eighteen months later it is a dispute.

Schools and trusts that handle this well finish due diligence with a short list, usually five to ten items, each with an owner, an action and a date, signed off by both boards. That document is worth more than the four hundred pages behind it.

We also see due diligence used defensively rather than honestly. A school that presents a curated version of itself is storing up difficulty, because the trust will find out and the relationship starts with a credibility problem. In our experience, schools that disclose their weaknesses openly are treated better, not worse. A trust that is told about a problem tends to help solve it. A trust that discovers one tends to remember.

Frequently Asked Questions

How long should due diligence take?

Typically four to eight weeks for a single school, though complex settings take longer. It should start early enough that findings can influence the decision rather than arriving after commitment.

Who pays for it?

Usually each party pays for its own. Since the conversion support grant ended in January 2025 there is no central funding for this, so budget for it. Our guide to conversion costs covers the wider picture.

Can due diligence stop a conversion?

Yes, and occasionally it should. More often it changes the terms, adds commitments or delays the date while something is resolved.

Should due diligence be independent?

There is a strong argument for it. A trust assessing a school it wants to acquire, or a school assessing a trust it has already emotionally committed to, is not well placed to be objective. Independent review protects both boards.

What if the school is in a difficult position?

Say so. Trusts take on schools that are struggling all the time, often deliberately. What causes problems is not a difficult position but an undisclosed one.

Does a trust do due diligence when it grows by adding an academy?

Yes, and it should be at least as thorough. Taking on an existing academy through rebrokering brings its own risks, including inherited liabilities and contractual commitments.

A Common Misconception

The misconception we meet most often is that due diligence is about finding reasons not to proceed.

It is about proceeding with your eyes open. The great majority of due diligence exercises confirm that the arrangement makes sense and identify a handful of things that need attention. That is a good outcome, and it is what makes the first year of a new relationship manageable rather than fraught.

The exercise that finds nothing is usually the one that did not look properly. Every school has something. Every trust has something. Finding it early is the point.

Questions for Leaders

• Are we conducting due diligence, or only submitting to it?
• Who is reviewing safeguarding, and have they held the role themselves?
• Have we commissioned a proper estates and condition assessment?
• Have we disclosed everything we know, including the awkward things?
• Will our findings end up as written commitments, or as a filed report?
• Have we assessed cultural fit through anything other than documents?

Our Perspective

Due diligence is often experienced as a bureaucratic obstacle between a decision and its execution. It is more usefully understood as the last opportunity to find out the truth while you still have options.

The trusts and schools we see building strong relationships are the ones that were honest with each other during this stage, including about the things that were difficult to say. That honesty sets the tone for everything afterwards.

Behind the folders and the risk ratings are children whose education depends on this working. A finding that gets addressed properly is one fewer thing standing between them and a good year.

How Can Jarvis Education Help?

Jarvis Education provides independent due diligence for both schools and trusts.

For trusts, we assess joining schools across education, leadership, safeguarding, SEND, attendance, governance and risk, and report with clear ratings and recommendations. For schools, we assess the trust you are considering and give you an honest written view.

Because we are independent of both the transaction and the outcome, we report what we find. Our consultants have led schools and trusts, inspected schools, and supported MATs through growth, merger and rebrokering, including interim trustee roles.

Explore our academy conversion and MAT growth support, or contact us to discuss scope.