How Investors Use Due Diligence to Negotiate
Title: The Price Is After Diligence
Here’s how investors use DD:
A deal is never done until diligence is.
“We like the business, but after diligence, we need to revisit the valuation...”
Sound familiar?
That’s because due diligence isn’t just verification -
It’s a negotiation tool.
Here’s How Investors Use Due Diligence to Reshape the Deal:
1 Justify Discounts
– Revenue not recognized correctly?
– Customer churn higher than expected?
– Unclear IP or compliance gaps?
Each red flag becomes a lever to push the price down.
2 Add Warranties & Indemnities
– Unpaid taxes? Pending litigations?
– Founders may be asked to personally warrant or indemnify against specific risks.
3 Adjust Payment Terms
– Issues with revenue certainty?
– Investors may split payments into tranches or add earn-outs based on future performance
Due diligence isn’t just about what’s found -
It’s about how what’s found is used to reshape terms, timelines, and trust.
Many founders think the deal is done at the term sheet.
But investors know:
“The real deal starts after diligence begins.”
The smarter your prep, the stronger your position.
Be diligence-ready - not discount-ready.
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