Fractional Corporate Development
Nothing surfaces after the wire goes out.
You can hire a quality of earnings firm. You can hire a transaction attorney. Most buyers do, and most buyers still get surprised.
The surprises live between the workstreams. The QoE firm finds a revenue recognition issue and notes it. The attorney reviews the customer contracts and notes the termination provisions. Neither of them connects the two, because neither of them is looking at the whole deal. Coordination is the job.
What the business actually earns, separated from what the seller's adjusted EBITDA claims it earns. Owner compensation, personal expenses run through the business, one-time items that are not one-time, and revenue that will not survive the transition.
Corporate records, contracts, employment, licensing, litigation, and liens. What transfers and what does not.
The things that do not show up in a data room. Whether the key people stay. Whether the customer relationships belong to the company or to the owner. Whether the equipment is at the end of its life. Whether the systems can carry more volume.
A diligence finding is not automatically a reason to walk. Most findings are a reason to change the structure.
Concentration risk in the customer base becomes an earnout tied to retention. A deferred maintenance problem becomes a purchase price adjustment. An owner who holds the key relationships becomes a longer transition and a seller note that pays out on the relationships surviving.
Walking away is the right call sometimes. But the cost of walking is real and most buyers underestimate it. Three months to find the next deal is three months of the program not compounding.
