Dr Allen Nazeri DDS MBAHealthcare M&A Expert

Why your Deals are Falling Apart... #learnbusiness #duedilligence #businessgrowth #learnbusiness

10 Apr 2026 · 1 min

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1:09

In this concise advisory video, Dr. Allen Nazeri (DDS, MBA) explains that most M&A deals collapse during the due‑diligence phase rather than during negotiation. He illustrates the problem with examples of $100 million deals that fell apart because sellers were unprepared, emphasizing that valuation is rarely the issue—misaligned data, missing contracts, and inconsistent stories are. Nazeri then outlines four concrete steps for sellers to survive investor due diligence: (1) keep financial statements clean and fully reconciled to maintain trust; (2) ensure absolute consistency between what is said in meetings and what the documents show; (3) have every contract, employee record, and compliance item organized and ready for review; and (4) anticipate and prepare answers to likely buyer questions before they are asked, because buyers use diligence to find reasons to walk away or renegotiate. He concludes that diligent preparation determines whether a deal is won or lost, urging sellers to start early, stay in control, follow him for more M&A insights, and tag others who are selling a business.

Chapters

Most deals don't die in negotiation, they die in due diligence. I've seen $100 million deals fall apart because the seller wasn't prepared, and it's rarely about valuation. It's because once investors start digging, things don't add up. Financials don't tie, contracts are missing, stories don't match the data. Here's how to survive investor due diligence. Number 1: clean financials. If your numbers don't reconcile, trust is gone. Number 2, consistency. What you say in meetings must match your documents. Number 3, documentation. Every contract, employee, and compliance item ready. And number 4, anticipate questions. Great sellers prepare answers before they're asked because during diligence, buyers are not looking for reasons to buy. They're looking for reasons to walk away. Or retrade your deal. If you're thinking about selling, due diligence is where deals are won or lost. Prepare early and you stay in control. Follow me for more M&A insights and tag someone that is selling a business.