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The Due Diligence Trap: Why Your Deal Might Fall Apart | Dustin Van Orman!

πŸ“… June 16, 2026 ⏱️ 38:30 🎀 Lance, Dustin Van Orman

Chapters

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  • 0:00
    Reasons Not to Buy
    Lance and Dustin discuss how M&A professionals often scrutinize deals to find reasons not to buy, ensuring a solid investment.
  • 0:32
    Fluffing the Numbers
    Dustin explains how buyers quickly identify exaggerated financials or 'fluffed' numbers in initial deal presentations.
  • 3:28
    The 'Fish Tank' Analogy
    Dustin uses the 'fish tank' analogy to explain how a business's environment and professionalism dictate the growth and performance of its employees.
  • 5:00
    The First Impression
    Dustin and Lance discuss how buyers can often tell within minutes of walking into a business if it's a viable acquisition, based on the physical environment and employee demeanor.
  • 7:40
    Top Reasons Deals Fall Apart
    Dustin outlines the primary reasons deals fall through, including unrealistic expectations, 'fluffed' numbers, and poor relationships.
  • 11:25
    Equity for Employees
    Dustin strongly advocates for giving employees equity, viewing it as a powerful incentive that drives performance and loyalty.
  • 11:50
    Private Equity Decisions
    The discussion covers how private equity firms make decisions based on limited information and the impact this can have on leadership and company culture.
  • 13:46
    Rolling Up Money
    Dustin explains the concept of rolling up money into a new platform and why it can be a highly beneficial investment opportunity.
  • 14:50
    Earnouts: Good or Bad?
    Dustin shares his mixed feelings about earnouts, acknowledging their potential to bridge gaps but also the difficulties they can create.

Speakers

L
Lance
Host
D
Dustin Van Orman

Key Takeaways

✦

Before a deal, M&A professionals scrutinize every detail to find reasons NOT to buy, so ensure your business's financials, systems, and operations are meticulously organized and transparent.

✦

First impressions matter: the cleanliness of your shop, the professionalism of your technicians, and the overall environment reflect your business's caliber to potential buyers. Maintain high standards.

✦

Unrealistic expectations about your company's valuation can deter buyers; be prepared with data-backed valuations and a willingness to negotiate fairly.

✦

Prioritize strong leadership and a positive company culture; buyers look for businesses that can thrive without the owner's constant presence and have capable teams in place.

✦

Avoid 'fluffing' your numbers with extraordinary add-backs; experienced buyers will quickly identify these, eroding trust and jeopardizing the deal.

✦

Consider offering equity to key employees; this incentivizes performance, aligns interests, and builds a stronger, more attractive business for potential acquisitions.

✦

If rolling up money into a new platform is offered, carefully research the partner and opportunity, as it can lead to significant financial growth beyond the initial sale.

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