When a buyer enters a data room, they are not reading everything. They are looking for reasons to stop. The first 48 hours of due diligence are not a comprehensive review. they are a triage. Five things, checked quickly, to decide whether the deal is still worth pursuing at the agreed price.

Most sellers do not know this. They think due diligence is a formality that comes after the price is agreed. It is not. It is the moment when the price. and sometimes the deal itself. gets renegotiated.

Check 1: Financial quality

The first thing any financial analyst does is reconcile the accounts. Revenue in the P&L against bank statements. EBITDA as presented against EBITDA as calculated from the underlying numbers. Add-backs in the Information Memorandum against supporting documentation.

If these do not match. even by a small amount. the entire financial narrative becomes suspect. Buyers do not assume the difference is innocent. They assume the difference is the beginning of a pattern. Every discrepancy discovered in hour one makes them look harder in hour two.

What to do before you go to market: have an external accountant prepare a Quality of Earnings analysis on your own business. Find the discrepancies before the buyer does. Document every add-back with a specific paper trail.

Check 2: Customer concentration

Within hours of opening the data room, the buyer calculates what percentage of revenue comes from the top three customers. If the answer is above 40%, a conversation happens internally about whether the business is acquirable at the agreed price without structural protections. typically an earn-out tied to customer retention.

A customer representing more than 20% of revenue is a material concentration risk. Above 40%, most financial buyers will reprice or walk. Strategic buyers may accept it, but they will use it as leverage in negotiation.

Check 3: Management dependency

The buyer's team will map, in the first 48 hours, which functions and relationships depend on the owner being present. They will do this by reading the organisational chart, the customer contract names, and sometimes by simply asking the management team direct questions.

If the answer is "most things", the deal structure changes. Earn-outs become longer. Transition periods get extended. Price certainty decreases. The business becomes harder to value because its future performance is tied to a person who is about to leave.

Check 4: Legal and contractual exposures

Legal due diligence in the first 48 hours focuses on one question: are there contracts that change, trigger, or terminate on a change of control? Customer contracts with assignment restrictions, lease agreements with landlord consent requirements, software licences that cannot be transferred. any of these can reduce the effective value of what is being acquired.

The most dangerous are customer contracts with explicit change-of-control termination rights. If a customer representing 30% of revenue has the right to exit the contract on acquisition, the buyer is not buying 100% of your revenue. They are buying 70% with an option on the remaining 30%.

Check 5: P&L anomalies vs tax returns

The last check in the first 48 hours is a comparison of filed tax returns against reported P&L. Discrepancies here. even small ones. suggest that either the accounts or the tax returns do not fully reflect the business. Buyers interpret this as undisclosed liability risk.

In well-run businesses, this check takes minutes. In businesses where the owner has been managing the P&L actively, it can take weeks. and create uncertainty that affects price and timeline.