How Diligence Calls Can Derail Your Business Deal, and What to Do Instead

Diligence calls should be a straightforward part of the business buying process.

You get on the phone, ask questions, clarify details, and walk away more informed than you were before.

In theory.

In practice, they can be a little more dangerous than people realize—especially for first-time buyers or busy entrepreneurs juggling multiple roles. Handled poorly, these calls can quietly unravel deals, create confusion, and lock you into terms you didn’t mean to agree to.

And the kicker? You won’t even realize it happened until it's too late.

Let’s talk about how that happens—and how to make sure it doesn’t happen to you.

The Purpose of a Diligence Call (Spoiler: It’s Not Just Negotiation)

Diligence calls are intended to be information-gathering sessions. They’re part of the due diligence process, where the buyer gets the opportunity to ask detailed questions about the seller’s business—financials, operations, legal structure, customers, contracts, and everything in between.

The goal? To uncover any risks, validate key assumptions, and build confidence that the deal you’re considering is actually the deal you think you’re getting.

But here’s where things go sideways.

Many buyers—especially if they don’t have a deal team supporting them—treat these calls like they’re just another round of negotiation. They hear something that sounds off and immediately react. They try to solve problems in real-time. They start talking about deal structure, pricing, or post-close plans without fully understanding the implications.

That instinct is understandable. You want to move things forward. But jumping into negotiation mode too early can come back to bite you.

What Happens When You React Too Quickly

Let’s say you're on a diligence call and the seller casually mentions that one of their top clients is moving from monthly to quarterly billing. It’s an important detail. It might affect cash flow. It definitely affects how you view recurring revenue.

If you immediately respond with something like:

“Oh, okay—well then we’ll need to adjust the earnout to reflect that.”

Congratulations—you’ve just made a verbal offer without even meaning to. And now the seller might walk away thinking you agreed to new terms.

Worse, if their broker or attorney hears that comment, it could show up in the next draft of the purchase agreement, baked in as if it was a done deal.

That’s how you lose leverage. That’s how you end up negotiating against yourself.

And it’s totally avoidable.

The Power of “We’ll Review and Circle Back”

The best thing you can do on a diligence call is also the simplest:

Say, “Thank you—we’ll review this and circle back.”

This one sentence accomplishes so much:

• It keeps the conversation professional and open-ended.

• It sets a clear boundary between gathering facts and making decisions.

• It gives you time to consult with your deal team—your lawyer, accountant, or advisor—before making a move.

• And it reminds everyone involved that the deal isn’t being finalized on the phone.

You’re not being evasive. You’re being strategic.

When done right, this phrase protects your negotiating position and keeps the process on track.

Your Actual Role on a Diligence Call

Let’s be really clear about this.

Your role as the buyer on a diligence call is not to negotiate, react emotionally, or make spontaneous decisions.

Your job is to:

• Ask thoughtful, open-ended questions

• Listen carefully

• Take detailed notes

• Clarify anything you don’t understand

• Identify follow-ups for deeper analysis

That’s it.

Everything else—pricing adjustments, indemnity caps, escrows, holdbacks, post-close compensation—that all comes later, during structured negotiation with the benefit of review and advice.

If you’re doing all that live on a call? You’re probably losing control of the deal.

The Risk of Mixed Signals and Missed Follow-Up

One of the most overlooked risks in a diligence call is what happens after the call.

Let’s say you handled yourself perfectly on the call. You asked smart questions, didn’t agree to anything, and told the seller you’d review and follow up.

But then… you don’t.

You get busy. You’re waiting on your CPA. The call summary never gets sent. A few days go by, and the seller starts to get nervous. They thought the call went well. They thought you were aligned. But now? Radio silence.

Here’s what can happen:

• Assumptions get made. The seller assumes you’re fine with that payment schedule or that revenue number.

• Expectations start to harden. What was an informal conversation becomes a perceived agreement.

• Momentum shifts. The deal starts to cool off, or worse, gets tangled in miscommunication.

All because the call didn’t end with clarity—and the follow-up never came.

How to Avoid the Most Common Pitfalls

You don’t need to overhaul your entire process. You just need to be intentional. Here’s how:

1. Set the Stage at the Start of the Call

Before the first question gets asked, open with this:

“We appreciate you taking the time today. This call is meant to help us understand the business better and clarify a few items on our diligence list. We won’t be making any decisions or finalizing any terms on this call—we’ll follow up after we’ve reviewed everything.”

It’s disarming. It’s respectful. And it protects you.

2. Use Neutral Language Throughout

Avoid phrases like “we’ll definitely…” or “we can probably do that.”

Stick to:

• “That’s helpful—let me review this with my team.”

• “I appreciate you walking us through that.”

• “We’ll take a closer look and follow up.”

3. Keep Your Cool (Even If You Hear Something Wild)

Diligence always turns up surprises. Always. If you hear something that triggers a red flag, don’t argue. Don’t panic. Just write it down and plan your response later with the right people in the room.

4. Send a Follow-Up Email Within 24–48 Hours

This doesn’t need to be fancy. Just hit the high points:

• Thank the seller for their time

• List a few items you’re reviewing

• Restate that no final decisions were made

• Give a timeline for next steps

This single step builds credibility and keeps the deal clean.

What Great Buyers Do Differently

Experienced buyers don’t rush diligence or negotiation.

They treat it as a process—not a performance. They take time to understand the full picture before making a revision to the terms. They protect their leverage. They document everything. They defer to their advisors when needed. And they don’t let their excitement—or anxiety—run the show.

The result? Fewer misunderstandings. Cleaner negotiations. Smoother closings.

Final Thoughts: Make the Call Work for You, Not Against You

Diligence calls are critical to a successful business acquisition. But they are not the place where deals get finalized. They are where the groundwork gets laid.

Treat these calls with care. Show up informed. Stay curious. Build rapport. Hold your cards close until you’ve had time to process the full picture.

That’s how smart buyers avoid avoidable mistakes—and keep their deals alive.

Need help navigating diligence like a pro? That’s what I do.

Check out Deal Academy for hands-on training, resources, and templates that can save you time, money, and a whole lot of headaches.

Here’s to fewer surprises and smarter deals.