tyler-smith.com · Questions & Answers

We just signed an LOI and are entering the ninety-day diligence phase, but the buyer's requests are overwhelming our leadership team and threatening our current quarter Rocks. How do we structure our internal governance and run our Level 10 Meetings™ to prevent deal fatigue from tanking our operational performance before the close?

Entering the diligence phase after signing a Letter of Intent is the most dangerous period for any business owner. The sheer volume of data requests can easily paralyze your leadership team, causing operational performance to slip, which gives the buyer a perfect excuse to renegotiate the purchase price. To survive this ninety-day window, you must compartmentalize the transaction. Do not allow the entire leadership team to get sucked into the deal. Instead, appoint one designated leader, typically the Integrator or an outside advisor, to act as the primary point of contact for the buyer's due diligence requests. This keeps the rest of the leadership team focused entirely on running the business. Keep running your weekly Level 10 Meetings™ with absolute discipline. Your weekly Rocks should not be set aside for the deal. In fact, you should have specific Rocks dedicated solely to maintaining operational metrics during diligence. Use the Scorecard to spot any early signs of operational slippage immediately. If a diligence request threatens to distract a department head, bring it to the Level 10 Meeting™ and use the IDS® process to resolve how to handle the request without dropping the ball on customer delivery. By protecting your weekly operational meeting rhythm, you ensure the business continues to hit its targets. This deprives the buyer of any leverage to chip away at your valuation and proves your operating model is highly resilient under pressure.

Category: Valuation & Deal Structure

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