12. Due Diligence

Diligence is typically a 1-2 month period during which the buyer can review company materials to verify claims.

During this period, you will be asked to upload documentation to a “data room” that your buyer can access.

Before your diligence period, you should already have your deal team assembled.

The team should comprise the following:


Some unscrupulous buyers might try to use this period for renegotiation. Let your attorney counsel you here, but generally, I draw a hard line on this. Unless there is a legit surprise or change in the business, the negotiation period ended at the LOI.


  • The startup CEO. You absolutely cannot outsource this process (sorry).
  • An attorney. Preferably one with lots of acquisition experience. M&A specialists use a shorthand that makes this process move much faster.
  • An accountant. The tax implications of these transactions are important.


  • An M&A advisor. They can be very helpful with complex transactions involving personnel. For most small transactions, however, an attorney is sufficient.

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