During diligence, speak directly with the target's largest clients. You may uncover deal-breaking risks, such as a client who will leave post-acquisition because their internal rules prevent reliance on a single, monopolistic supplier, a fact you would otherwise miss.

To get honest customer feedback during diligence, IFS has the target's CEO make warm introductions to a third-party firm under the guise of a routine "operational feedback session." This allows the acquirer to assess churn risk and product sentiment without revealing the M&A context.

The 'customer cube'—a detailed analysis of every customer's tenure, products owned, revenue, upsell, downsell, and churn—is the most critical piece of pre-sale preparation. A clean, private-equity-grade cube provides a buyer with most of the information needed to price the deal and assess risk, while a messy one is a major red flag.

A key part of buy-side M&A is conducting 'reverse diligence,' where the buyer transparently outlines post-close operational changes (e.g., new CRM, org charts). This forces difficult conversations early, testing the seller's cultural fit and willingness to integrate before the deal is finalized.

For companies with a complex story, such as one built through multiple add-on acquisitions, the preparation for sale should begin a year before going to market. This lead time is essential for a banker to help consolidate disparate data, create a clean 'customer cube,' commission market studies, and coach management on the pitch.

Salas O'Brien provides every target with a contact list of all previously acquired leaders. If a target fails to perform this reverse diligence by calling these references, it's seen as a major red flag, suggesting their stated commitment to their team's future may not be genuine.

To justify a high acquisition multiple, a founder must prove the business can operate without them. A powerful tactic is showing an acquirer your calendar to demonstrate that a majority of key clients are managed by the team, not the founder. This de-risks the acquisition and proves the company has true enterprise value.

When evaluating an acquisition, buyers weigh the financial profile and the clarity of the company's story. A compelling, data-backed narrative about future growth pathways can be more influential than raw numbers, as a lack of clarity introduces risk and makes it a "harder yes" for the acquirer.

When a potential acquirer calls, the founder's default mode should be information gathering, not pitching. By asking strategic questions ("Who else are you talking to?", "What are your goals?"), founders can extract valuable competitive intelligence about the market and the larger company’s plans, regardless of whether a deal happens.