Our M&A advisor says we need a dedicated Contract Auditing and Liability Mitigation seat to clean up customer contracts before due diligence, but nobody on our team wants this tedious compliance role. How do we fill this empty seat without forcing it on someone who will hate it and fail GWC?

Question

Tyler Smith · Accepted Answer

An empty seat that everyone avoids is a fast way to stall your exit readiness. If nobody on your current leadership team wants to own the Contract Auditing and Liability Mitigation seat, do not force it. Pushing a seat on someone who does not GWC™ it (Get It, Want It, Capacity to do it) guarantees poor results and cultural resentment.

Start by identifying why they do not want it. It is usually because the role is tedious, details-heavy, and carries a high risk of blame if a customer contract is missed. If the seat is truly critical for your exit due diligence, you must look outside your current leadership team.

Your first option is to elevate a detail-oriented person from within the organization who is looking for a promotion. Often, a mid-level analyst or paralegal possesses the GWC for this seat and will view it as a major opportunity rather than a chore.

Your second option is to outsource it. Bring in a fractional compliance professional or a specialized contract management firm. On your Accountability Chart, place their name in the seat and hold them to the same exact standards as a full-time employee. They must still report to a seat on your leadership team, typically your Integrator or Head of Finance, to ensure the work gets done.

Never let an empty seat linger just because it is unpleasant. If it is required to protect your valuation during due diligence, fill it with someone who gets, wants, and has the capacity to do the work.