INSIGHT

Key due diligence findings sellers must address 

Craig Hamm • May 16, 2025

Services: Due Diligence

---

When preparing to sell your business, understanding the due diligence process is crucial for achieving a successful transaction. Due diligence findings often reveal issues that can impact valuation, negotiation leverage and even derail potential deals if not addressed proactively.  

“Sellers need to be aware that there are multiple due diligence workstreams – besides accounting and tax – that can be overwhelming without professional help. Securing the right strategic partner is essential for navigating this complex process successfully.” – Craig Hamm, Partner – Advisory 

3 key due diligence findings to address 

This article explores the most common due diligence findings that sellers encounter during the sale process and offers practical strategies to mitigate these challenges before they affect your transaction. 

1. Financial statement inconsistencies 

Financial statement inconsistencies rank among the most frequent due diligence findings that sellers face. Buyers scrutinize historical financial records to confirm that revenue recognition practices align with accounting standards and that earnings represent sustainable business performance. 

Buyers often discover issues like aggressive revenue recognition, undisclosed related-party transactions or financial statements that differ from tax returns. These inconsistencies raise red flags about the reliability of financial information and may lead buyers to question the overall quality of earnings. 

To avoid these due diligence findings, sellers should conduct internal financial audits before beginning the sale process. Reconciling financial statements with tax returns and documenting accounting methodologies helps establish credibility with potential buyers. 

2. Customer concentration risks 

Excessive reliance on a small number of customers frequently emerges as a significant due diligence finding. Buyers analyze customer data to evaluate the stability and predictability of future revenue streams. 

When a few customers represent a substantial portion of total revenue, buyers perceive increased business risk. This due diligence finding often leads to purchase price adjustments, earnout provisions or other deal structure modifications designed to shift risk from buyer to seller. 

Sellers facing customer concentration should develop strategies to diversify their customer base before entering the market. Demonstrating active efforts to reduce concentration risks can mitigate buyer concerns during due diligence. 

3. Tax compliance issues 

Tax compliance problems represent another common due diligence finding that creates substantial transaction risk. Buyers examine tax filings across multiple jurisdictions to identify potential liabilities that could transfer with the business acquisition. Findings that frequently surface during tax due diligence include: 

• Sales tax collection failures 
• Worker misclassification issues
• Transfer pricing concerns 

These findings can trigger significant purchase price reductions or escrow requirements to cover potential future tax obligations. 

Sellers should conduct comprehensive tax compliance reviews before marketing their business. Addressing identified issues through voluntary disclosure programs can limit liability exposure and eliminate obstacles to closing. 

How BPM can help 

The due diligence findings outlined above represent common challenges that sellers face when transitioning their business. By anticipating these issues and addressing them before market entry, sellers can maintain transaction momentum and maximize value. Working with BPM provides sellers with experienced transaction advisors who understand how to identify potential due diligence issues before they become deal obstacles.  

BPM offers comprehensive pre-transaction assessments that help sellers prepare for buyer scrutiny, minimize disruption during due diligence and ultimately achieve more favorable transaction terms. To learn how our transaction advisory services can help position your business for a successful sale, contact us.