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What a buyer asks for

They are pricing risk, not marking your homework.

Section
Your due diligence pack
Length
4 minute read

Due diligence is not an exam and there is no pass mark. A buyer is trying to work out what they are buying and what could go wrong with it. Understanding what they are looking for makes the pack much easier to fill in.

They are pricing risk

Every question in a diligence process is trying to size a risk. Who owns this, can it be taken away, does it survive the current owner leaving, and what has not been mentioned yet.

A risk that is known can be priced or covered by a warranty. A risk that surfaces late cannot, because by then it has also destroyed trust in everything else you said.

An honest gap beats a missing answer

Saying that a contract was never signed, and that the arrangement has run on the same terms for six years, is a manageable answer. Leaving the field blank is not.

A blank tells a buyer nothing about the thing itself and something quite bad about how the company is run. Write the truth and move on.

What actually discounts a price

Management accounts that do not reconcile to the filed statutory accounts. This is the most common single reason a price falls, and it is usually a presentation problem rather than a real one.

Concentration. One customer being most of the revenue, or one person being able to deliver the whole service.

Ownership that is unclear. A missing share transfer, an option nobody documented, or a founder who left without signing anything.

Anything discovered rather than disclosed.

What speeds a deal up

Documents that exist and can be sent the same day. Most of the delay in a small transaction is waiting for paper.

Consistent numbers. A buyer reading the same figure in three places stops checking the fourth.

A named person who can answer questions without going away to find out.