What to Expect After Accepting an Offer: A Look at M&A Due Diligence

When a business owner begins the process of selling their business, several key questions often come to mind: Will their valuation expectations be met? Will they find a buyer who aligns with their goals and preserves the legacy of the business and its employees? What will be expected of them after the sale?

Each of these considerations is important—but many sellers underestimate the critical role of due diligence, the phase that begins after an offer is accepted. Extensive buyer requests during this stage often catch owners off guard, leading to unnecessary delays or even jeopardizing the transaction. Preparing for this phase is essential to maintaining deal momentum and increasing the likelihood of a successful closing.

Why is due diligence so important to buyers?

Due diligence is a vital part of every M&A transaction. After an offer is accepted, the buyer conducts a deeper analysis of the business beyond the initial information provided prior to submitting the offer.

Buyers carefully examine areas such as financials, legal matters, operations, tax compliance, and human resources to verify the accuracy of the previously disclosed information and to identify any potential risks. The results of this investigation determine whether the buyer proceeds with the deal as planned, seeks to renegotiate terms, or decides to walk away altogether.

For sellers, being well prepared for due diligence not only helps maintain the original deal terms but can also prevent late-stage surprises or downward price adjustments.

How does an M&A Advisor support a seller during due diligence?

An experienced M&A Advisor plays a crucial role in preparing the seller for due diligence and guiding them through this demanding phase. After an offer is signed, the transaction typically enters a 90- to 120-day period of final due diligence and negotiation of definitive agreements. During this time, the seller must continue to run the business while responding to the buyer’s detailed requests across multiple aspects of the company.

For owner-operators, this phase can feel like a second job. Without the guidance and structure provided by an M&A Advisor, it can quickly become overwhelming—leading to errors, delays, and a higher risk of a failed transaction.

A skilled Advisor supports the seller by organizing and analyzing due diligence materials, carefully managing the flow of information to the buyer, and identifying potential issues early. They provide strategic guidance on how to address concerns and maintain deal momentum. With the Advisor’s help, the seller can stay focused on running the business while significantly increasing the chances of a successful and timely closing.