Create one accountable question register
Record each request, the requesting party, date, subject, owner and response status. Group duplicate questions but preserve their original wording. A single register helps prevent different advisers receiving incompatible answers from several team members.
Prioritise requests by materiality and transaction dependencies, not only arrival order. A minor document request should not hide an unresolved earnings issue. Agree who can release information and who needs to review financial, legal, tax or employee-related responses.
Tie financial answers back to a stable reference pack
Identify the account versions and periods used in the sale materials. Reconcile updated figures to that starting point and explain changes. If one schedule uses calendar months and another uses accounting periods, make the distinction visible.
For a hypothetical EBITDA adjustment, record the amount, ledger support, reason and expected future cost. Do not present the adjustment as agreed simply because it appeared in the information memorandum. Track where the buyer accepts the fact but disputes its continuing relevance.
Distinguish facts from assumptions and missing records
A confirmed contract renewal, a management expectation and an early discussion are different types of evidence. Label them accordingly. If a record is unavailable, explain the gap rather than reconstructing a definitive-looking answer from memory.
A useful response can state what is known, what was checked and what remains open. This helps the buyer assess the issue and avoids later contradictions. Any reconstruction should be described, with its source and limitations retained in the working papers.
Control access to sensitive information
Use an agreed data room or sharing process, with permissions suited to the stage and recipient. Customer, employee and pricing information may need particular handling. Coordinate confidentiality and data-protection questions with appropriate advisers.
Keep a record of what was shared and which version it was. Removing a file from a folder does not guarantee a recipient no longer has it. Do not place confidential company documents in a public enquiry form simply because a buyer has asked for them urgently.
Track the economic consequences of open issues
Some questions affect earnings, some affect completion cash, and others concern future obligations. Categorise them without assuming the final contractual outcome. A proposed £20,000 earnings adjustment and a £20,000 debt-like item are not automatically the same economic issue.
Ask the financial and legal teams to reconcile their treatments so an item is not counted twice or omitted between workstreams. Record whether it remains disputed and which decision is needed. Do not quietly mark a question closed merely because a document was uploaded.
Check whether an answer is genuinely complete
Before closing a material request, read the buyer’s original question against the proposed answer and attachment. Confirm the period, entity and definitions match. If the answer introduces a new issue, log it rather than burying it in an email chain. This keeps the process usable when advisers change or several people need to understand the same response.
| Area | Evidence to examine | Question to resolve |
|---|---|---|
| Request | Exact question and scope | Did the response address the actual issue? |
| Evidence | Dated record and reconciliation | Can the recipient locate the supporting figure? |
| Closure | Open interpretation and next action | Is the issue resolved or only the document request fulfilled? |
Keep management focused on trading as well as the deal
Set a response rhythm and realistic responsibilities so preparation does not overwhelm the people running the business. The trading update during diligence can matter as much as the historical pack. Keep forecast revisions and customer developments visible.
Consult EFC can discuss financial preparation, question management and offer analysis within an agreed scope. Start with the sale stage, advisers involved and key issues. Supporting a process does not replace legal due diligence, negotiate every term or guarantee completion.
Your preparation checklist
- Use one question register with named owners.
- Reconcile answers to consistent financial versions.
- Label facts, estimates and unresolved gaps clearly.
- Track access and the financial consequence of open issues.
Frequently asked questions
Should I answer every question immediately?
Respond promptly, but verify material answers and use the agreed review and release process. An inaccurate quick response can create more work.
Does uploading a document close the question?
Not necessarily. Confirm whether it answers the request and whether any interpretation or follow-up remains.
Can Consult EFC handle all legal due diligence?
Financial support has a defined scope. Legal, tax and other specialist work should be allocated to appropriately qualified advisers.
Sources and scope
This is general preparation guidance. Worked examples are original hypothetical illustrations, not client outcomes, market multiples or individual advice. Agree the purpose, evidence and scope before commissioning professional work.
Professional background: ICAEW business and share valuation resources and IVSC standards overview. These links provide context and do not imply endorsement, assurance or compliance for an individual engagement.
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Discuss the decision with Consult EFC
Tell us the decision, approximate timing and the information available. We will discuss suitability, scope and fees before work begins. Please arrange a suitable channel before sharing confidential documents.