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Perspectives on Operational Due Diligence

Practical thinking on the operational realities that shape mid-market transactions. Explore our services or learn about our firm.

FundamentalsFeatured

What Is Operational Due Diligence?

A practical guide to the assessment that sits between the financials and the real performance of a business. Understanding what ODD examines, where it came from, and why it matters for mid-market transactions.

11 Feb 20268 min readRead article

Risk & Governance

The ERP Problem: Why Technology Due Diligence Belongs Inside Operational Due

When technology due diligence sits outside the operational assessment, it produces a technically accurate picture of the systems that misses the operational reality of how those systems are actually used. The result is an integration that costs more, takes longer, and disrupts more than the deal model assumed.

16 Apr 20268 min readRead

Deal Lifecycle

Vendor Due Diligence: Why Smart Sellers Commission Their Own ODD Report

Vendor due diligence is one of the most underused tools in the mid-market sale process. Sellers who commission their own operational assessment before going to market consistently achieve better outcomes than those who wait for a buyer to find the problems first.

14 Apr 20267 min readRead

Deal Lifecycle

The Culture Due Diligence Gap: Why Integration Fails Before It Starts

Post-acquisition culture failure is not mysterious. It is predictable, and it is predictable from specific operational signals that exist in the business before the deal closes. The problem is that most due diligence frameworks do not look for them.

9 Apr 20268 min readRead

Fundamentals

What Mid-Market Operational Due Diligence Actually Needs to Cover

The mid-market is where most acquisitions happen and where operational due diligence is most frequently underdone. This article sets out what a thorough ODD assessment of a mid-market business actually needs to examine, and why the standard approach leaves too much on the table.

7 Apr 20268 min readRead

Risk & Governance

When the Numbers Go Up Before the Sale

The margins improved. Headcount stayed flat while revenue grew. Capital expenditure declined for three consecutive years. The numbers tell a story. The question worth asking before you sign is whether it is the right story.

27 Mar 20267 min readRead

Deal Lifecycle

The First 100 Days Are Already Too Late

More than 70 percent of post-merger integrations fail to capture planned synergies. The reason is almost never what happens after close. It is what was never decided before it.

24 Mar 20265 min readRead

Risk & Governance

What An Org Chart Does Not Tell You About The Company

The org chart shows you who reports to whom. It does not show you who the business cannot function without, where decisions are actually made, or whose phone call keeps the company's most important customer from going elsewhere. In fifteen years of operational due diligence, I have never seen a chart that captured any of that.

19 Mar 20265 min readRead

Deal Lifecycle

The Earn-Out Illusion: Why Most Sellers Never See the Money They Were Promised

According to SRS Acquiom's analysis of over 850 private-target acquisitions, earn-outs pay out around 21 cents on the dollar. Nearly a third are disputed. The problem is not the legal drafting. It is what nobody examined before the deal closed.

17 Mar 20265 min readRead

Risk & Governance

The Clean Audit Trap: Why Founder-Led Businesses Fail After Sale

The financials were clean. The audit was unqualified. Tax compliance was current. And still, within a few years of the founder walking out the door, the business was gone. This article examines what due diligence missed, and what any serious buyer should be asking instead.

14 Mar 20268 min readRead

Fundamentals

You Spent Two Years Finding the Right Business. Here Is What Goes Wrong After Close.

Nearly one in three search fund acquisitions produces negative returns, according to the Stanford GSB 2024 study. The deals that fail were not financially blind. They were operationally unprepared.

5 Mar 20268 min readRead

Fundamentals

The Supply Chain Risk Your Financial Auditor Does Not Consider

What the Strait of Hormuz crisis reveals about concentration risk in acquisitions and why standard due diligence might miss it

3 Mar 20265 min readRead

Risk & Governance

The Silent Deal Killer: Why Key-Person Risk Destroys More Acquisitions Than Bad Financials

Key-person risk is the most common unpriced risk in mid-market acquisitions. Learn how to identify and mitigate founder dependency before it destroys post-deal value.

17 Feb 20265 min readRead

Free Download

The ODD Scope Checklist

10 operational questions every investor should answer before closing. Covers the five dimensions that determine whether a business can sustain its performance through a transaction and beyond.

Key-person dependency and knowledge concentration

Systems maturity and integration readiness

Governance gaps and regulatory exposure

Commercial sustainability under new ownership

Integration complexity and timeline realism

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