QUESTION 01What does business acquisition due diligence cover?
The scope depends on the company and transaction. It commonly includes financial, tax, legal, operational, commercial, employment, insurance, licensing, technology, environmental, lease, asset, and liability review. Buyers should define responsibilities among their attorney, CPA, lender, industry specialists, and other advisers rather than assuming the broker verifies every category.
QUESTION 02How can a buyer verify cash flow?
Verification may compare tax returns, financial statements, bank activity, payroll, sales reports, merchant processing, invoices, and supporting records. Buyers should understand accounting methods and investigate differences between reported profit, SDE, EBITDA, and actual cash requirements. A qualified CPA or financial adviser should evaluate the evidence for the buyer’s circumstances.
QUESTION 03What happens if diligence identifies a problem?
The response depends on the agreement, materiality, available remedies, and professional advice. The parties may request clarification, additional documents, corrective action, revised price or terms, an escrow holdback, a representation, or termination under an applicable contingency. Deadlines and notice requirements in the transaction documents are important.