Due diligence in a business sale: the workstreams buyers run, their order, who does each, what each can change in price or terms and how sellers stay ahead.

Tax due diligence in a sale tests entity status, sales and use tax in each state, payroll tax, income tax filings and notices, and how exposures reach price.

Employment due diligence tests worker classification, pay practices, benefit plans, restrictive covenants and key employee retention. See the risks and fixes.

A Phase I environmental site assessment is a buyer's first check for contamination at a site. See the EPA rule, shelf life, when Phase II follows and seller prep.

Red flags buyers find in due diligence, from unreconciled books and customer churn to undocumented agreements, with what a buyer infers and how to disclose each.

What a sell-side quality of earnings report covers, when an owner should commission it, who should perform it and how to use it in the CIM and with buyers.

The quality of earnings findings that most often lower a sale price, such as rejected add-backs and cut-off errors, with how each appears and how to pre-empt it.

How a seller runs due diligence: one point of contact, a request tracker, staged disclosure, a Q&A log and response discipline while the business keeps performing.

A proof of cash reconciles bank deposits and disbursements to reported revenue and expenses. See how buyers run it, what the gaps reveal and how a seller prepares.

Which debt-like items reduce proceeds in a business sale, such as deferred revenue, deposits, accrued bonuses and owner loans, and how each side argues them.

How buyers run customer due diligence: contract terms, retention by cohort, pricing history, credits and disputes, and the customer calls that test revenue.

How buyers test when revenue is recorded in a sale: cut-off, bill-and-hold, percentage of completion, deferred revenue, rebates, channel stuffing and warning signs.

How buyers test inventory in a sale: physical counts and roll-forwards, costing and capitalized overhead, obsolescence reserves, consigned goods and shrink.

What buyer counsel reviews in a sale: ownership records, change-of-control clauses, IP assignments, permits, litigation and insurance, plus a seller clean-up list.