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Most technical problems discovered during diligence can be fixed. The real deal-killer is a loss of trust. When a company actively hides major issues, like a failed penetration test, it signals a fundamental dishonesty that makes a future partnership untenable, leading to an immediate abort.

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In a non-control deal, an investor cannot fire management. Therefore, the primary diligence focus must shift from the business itself to the founder's character and the potential for a strong partnership, as this relationship is the ultimate determinant of success.

During diligence, discovering a target company underreports cash to evade taxes isn't just a financial issue to be fixed. It's a clear signal of the seller's character. If they are willing to lie to the government, they will likely lie to their business partners.

Contrary to intuition, being transparent about a product's (or property's) shortcomings builds trust and filters for the right buyers. This prevents costly, late-stage negotiations and failed deals that arise from surprises during due diligence, ultimately speeding up the sales cycle.

Early-stage deal diligence often fails due to inconsistencies in the overall story. Red flags include a lack of transparency, financials that don't add up, and misaligned team vision. These narrative cracks signal deeper issues more effectively than any single weak KPI.

Instead of walking away immediately upon finding inaccuracies, quantify the risk. Rebuild your business case assuming the worst probable scenario based on the discovered misrepresentations. If the deal remains net positive even with these new, pessimistic assumptions, it may still be a viable investment.

An acquisition target with a valuation that seems 'too good to be true' is a major red flag. The low price often conceals deep-seated issues, such as warring co-founders or founders secretly planning to compete post-acquisition. Diligence on people and their motivations is more critical than just analyzing the financials in these cases.

An early-stage investor explains that a founder presenting a prospective client as a paying customer is a non-negotiable deal-breaker. This seemingly small exaggeration suggests a pattern of future dishonesty, making the founder untrustworthy, regardless of how close the deal is to closing.

During diligence, an investable founder is transparent about current risks (e.g., a major customer account is in jeopardy) and presents a mitigation plan. This candor is more valuable and trust-building to an investor than a founder who projects a flawless, risk-free business.

Surprises are best uncovered during due diligence. Finding them after closing, even if they seem beneficial (like an un-negotiated supplier contract), indicates flawed homework and disrupts the integration plan, damaging credibility with stakeholders.

If a deal team says, "don't bring the integration people in because they'll mess up the deal," it is a massive red flag. This indicates they are likely sugarcoating problems and painting an overly optimistic picture for the seller, virtually guaranteeing post-close surprises and failure.

Dishonesty Kills Deals, Not Unfixable Technology | RiffOn