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Exit Diligence: Know What the Buyer Already Knows
Paperback
Series: Art of the Exit
Publisher: Independently Published
Published: Jul 2 2026
Pages: 296
Weight: 0.79
Height: 0.74 Width: 6.00 Depth: 9.00
Language: English
The buyer already knows where your deal will break.
Before the LOI. Before the data room. Before the banker launches the process.
A professional buyer has already run the same Quality of Earnings framework across dozens of similar companies. They know where revenue recognition fails. They know which add-backs will not survive. They know how to pressure the working capital peg. They know which contracts, HR files, tax exposures, systems gaps, customer risks, and management narratives create leverage.
Most founders discover this after the price has already moved.
Exit Diligence: Priced Before You Sell teaches founders, CFOs, controllers, and owner-operators how to run the buyer's analysis before the buyer arrives.
Written by CPA and transaction advisory veteran Casper Zhao, this book is a practical field manual for preparing a private company for sale, reducing diligence surprises, and protecting enterprise value in a middle-market M&A process.
Inside, you will learn how to:
- Identify the five daily accounting decisions that become purchase price negotiations years later
- Understand what a buyer's Quality of Earnings report actually finds
- Prepare revenue recognition, deferred revenue, COGS, add-backs, and EBITDA support before diligence begins
- Build a defensible working capital peg strategy before the LOI
- Separate real add-backs from adjustments that will collapse under documentation review
- Prepare the data room before the banker sends the checklist
- Anticipate diligence risks in HR, IT, cyber, customer contracts, tax, environmental, regulatory, and licensing matters
- Understand representations and warranties insurance and why known problems do not get insured away
- Protect negotiating leverage after signing the LOI
- Use the 18-Month Readiness Roadmap and 30-Day Pre-Process Sprint to prepare for a transaction with discipline
Includes: 26 chapters, 10 appendices, the Transaction-Killer Findings Checklist, the 20-Category Add-Back Reference Table, the Working Capital Peg Worked Example, the Buyer-Type Comparison Guide, the Five AI Prompts, the Seller Negotiating Leverage Matrix, the quarterly readiness roadmap, and a practical deal glossary.
This is not a motivational book about selling your company.
It is a preparation manual for the founder who wants to know what the buyer already knows before the buyer uses it against them.
The deal that defines a founder's financial life is mostly decided in the years before the banker is engaged.
Exit Diligence is the manual for those years.
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