Sell-Side Due Diligence

Don’t risk a broken deal — address issues before you have a buyer

Sell-side due diligence could increase your buyer's trust level and willingness to pay top dollar. But your staff may not have enough time or experience to identify and explore potential issues. And, they may not know how those issues could affect the deal's outcome.

An investment in professional pre-sale due diligence will produce accurate financial information for your buyer and also address operational, technology and human resource issues that could be the difference between a successful sale and a long, potentially contentious transaction process. This is particularly true today, where due diligence efforts have intensified and buyer-identified issues can place a seller in a defensive negotiating position on price and transaction terms.

Benefits of sell-side due diligence

The potential benefits of sell-side due diligence include:

  • Collaborating with investment bankers to address risks early, accelerating time to close
  • Improving the accuracy of the historical and projected financial information contained in the marketing materials
  • Providing the buyer with a transparent, objective and credible view of the business
  • Minimizing surprises and maximizing transaction value by adding credibility and objectivity to the process, especially where there has been no financial audit
  • Identifying adjustments that positively impact EBITDA (typically, potential acquirers only inform sellers about negative adjustments)
  • Augmenting your internal management resources with the experienced resources you need to complete the transaction
  • Increasing competition between buyers and minimizing buyer negotiations after the letter of intent
  • Maximizing after-tax proceeds by addressing risks and optimizing the deal structure

Drawing from years of transaction experience across the industry spectrum, our professionals adopt the buyer's perspective to maximize your investment value. We understand your motivations and customize our role to support and augment your staff's sell-side due diligence capabilities.

It makes good business sense to address issues before you have a buyer. Call RSM today.

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How can we help you?

To discuss how our team can help your business, contact us by phone 800.274.3978 or


Milton Marcotte
National Practice Leader