Since signing the letter of intent, our leadership team is so buried in due diligence requests that our quarterly Rocks are slipping and revenue is softening. How do we insulate our operations to prevent the buyer from triggering a material adverse change clause before close?

Question

Tyler Smith · Accepted Answer

Diligence fatigue is a real threat, and buyers often use the resulting operational dip to demand a price reduction just before closing. To prevent this, you must run a dual-track process using your EOS Accountability Chart. Your visionary founder and possibly your chief financial officer should own the transaction track, acting as the shield for the rest of the business. Meanwhile, your Integrator and the rest of the leadership team must remain focused on daily operations, keeping their eyes on the quarterly Rocks and driving the weekly Level 10 Meeting™. Do not let the buyer communicate directly with your operational leaders without a scheduled, moderated meeting. Create a single point of contact for all due diligence requests, utilizing a digital data room to manage document uploads. In your weekly Level 10 Meeting™, run a strict IDS® session specifically on diligence bottlenecks to clear roadblocks without dragging down your sales or service delivery. If the buyer notices that your operational performance remains steady throughout the high-stress diligence period, it sends a powerful message. It proves that your business is run by a self-sustaining system, not just the founder's personal energy, which actually solidifies your valuation and accelerates the timeline to close.