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The Acquisition Due Diligence Checklist

Eight phases, built from real deals. What to verify, in what order, and the questions that surface problems while you still have leverage. Work the phases in order: Phase 0 and Phase 1 are cheap, and they kill deals fastest. Why the people side matters as much as the numbers is in Will Shaw’s The Diligence Nobody Runs.

Get the Acquisition Due Diligence Checklist

The checklist our clients work through on every engagement: what to verify, in what order, and the questions that surface problems while you still have leverage. Free, as a PDF.

The checklist covers the business. It does not cover the people. Numbers get verified by the QoE and the bank. What is not on anyone’s list is the seller’s head, the managers’ intentions, and the employees nobody has told yet.

What’s inside

  1. Phase 0
    Before you sign the LOI
    Cheap, fast, and each one can end the conversation. None of it requires a data room.
  2. Phase 1
    Financial diligence
    Our request list, in priority order, and what the quality of earnings report actually does with it.
  3. Phase 2
    The seller interview
    Costs nothing, runs in parallel with Phase 1, and almost nobody runs it deliberately.
  4. Phase 3
    People
    Key person risk, compensation and classification, and the questions to ask employees once you have access.
  5. Phase 4
    Legal
    Entity and ownership, contracts that may not survive a change of control, licensing, and what to ask counsel.
  6. Phase 5
    Customers
    Revenue by customer over three years, concentration, and whether the relationship belongs to the company or the owner.
  7. Phase 6
    Operations and assets
    How work gets done, systems that should reconcile to the financials, and the capex you inherit.
  8. Phase 7
    Real estate and environmental
    Only when real estate is in the deal. Start early: these become the critical path if you wait.
  9. Phase 8
    Lender package
    Run in parallel with Phases 3 through 7 so underwriting is not the thing waiting on you.

The gotcha list

It ends with the problems that came off real deals: the seller who mentally retires the day they sign, the license the buyer can’t legally hold, the key manager who was only “expected to remain,” the SBA appraisal that comes in low, and the employees who find out from a rumor.

Buying with an SBA loan? What the October 1, 2026 rules changed is in Using an SBA Loan to Buy a Business, and what the quality of earnings report checks is in What Is a Quality of Earnings Report?