The buyer's forensic verification of everything you claimed, run during the 60-90 day exclusivity period after a Letter of Intent. Expect 200-500+ questions across financial, legal, commercial, technical, environmental and HR streams, all while still running the business. The data room you built months earlier is what carries you through; assembling it under deal pressure is the worst-case version. The stakes are real: 30-50% of deals get renegotiated down between LOI and close, and a typical re-trade strips 5-15% off the headline - which is why a conservative, defensible add-back schedule and a sell-side Quality of Earnings report pay for themselves.
Benchmark. The common findings that derail deals: customer concentration above 25%, related-party transactions, IP ownership ambiguity, employee misclassification, undisclosed litigation, and inventory counts that do not reconcile. Fix these 12-24 months before a process, not during one.