What Happens If Something Unexpected Comes Up During Due Diligence?

Unexpected issues during due diligence is actually something we expect.
Every business has its surprises. The question isn’t whether something unexpected will surface during due diligence, it’s how everyone responds when it does.

At Epitome Capital, we’ve built our Quiet Exit framework around one idea. The process should remain calm. This is important even when the paperwork doesn’t.

Understanding What Due Diligence Really Means

Due diligence isn’t about catching someone out.
It’s about understanding the business you’ve built (warts and all) and ensuring it can thrive beyond you.

When a buyer approaches due diligence with respect, it becomes a conversation, not a confrontation.
Our role as direct buyers is to clarify, not criticise.

Why Surprises Happen (and Why That’s Normal)

Even the best-run companies have loose ends:

• A customer contract that was renewed verbally
• A lease agreement missing an updated clause
• A long-standing debt that never made it to the balance sheet
• A director loan that’s been informally managed

These things rarely kill a deal.
They just need context and a steady hand.

The Quiet Response: Clarity First, Judgment Never

When an unexpected issue arises during due diligence, we don’t default to panic or blame.

We do three things instead:

1. Raise it quietly.
   Always directly with the seller or their accountant, never through a chain of noise.
2. Explore solutions.
   Ask, “What would make this fair for both sides?” rather than, “Who’s at fault?”
3. Maintain trust.
   Because long after completion, reputation remains the real currency.

A calm, solutions-led approach keeps momentum (and relationships) intact.

Common Issues That Can Be Resolved Quietly

1. Minor Financial Adjustments

Sometimes an expense is mis-categorised, or a one-off payment skews margins.
The fix: transparency and a simple reconciliation.

2. Contractual Gaps

A missing signature or an outdated renewal term doesn’t equal failure.
The fix: a quick addendum, not an accusation.

3. Unrecorded Liabilities

It happens, especially in smaller companies.
The fix: disclose it, quantify it, and adjust structure or price accordingly.

4. Compliance or Certification Lapses

No one enjoys discovering an expired ISO certificate.
The fix: renewal plan, not retribution.

Each solution reinforces the same truth; the goal is progress, not punishment.

The Role of Communication in Protecting the Deal

The fastest way to lose trust in a deal is silence.
The fastest way to rebuild it is direct communication handled with respect.

At Epitome Capital, our reputation depends on that principle.
We never weaponise discovery. We treat information as a bridge, not a barrier.

That’s why most issues we uncover are resolved before they ever become obstacles.

When It’s More Serious

Of course, not every surprise is small.
Sometimes an undisclosed liability, legal dispute, or tax risk changes the landscape.

Even then, our approach stays the same:
Calm, direct, professional.

We’ll always raise it respectfully. We will explain its implications. We invite an open discussion about solutions, not threats of withdrawal.

The goal is fairness, not friction.

Protecting Both Sides’ Reputation

In our experience, the behaviour of both parties under pressure reveals crucial insights. It tells you everything about whether the partnership will work after the deal.

That’s why we value sellers who are honest early, even about challenges.
Transparency builds leverage, because it builds trust.

A business with clear disclosure is far easier to complete on and usually commands stronger terms.

Final Thought

Surprises in due diligence aren’t signs of failure.
They’re signs that you’ve built something real; something with history, complexity, and life.

What matters is how those surprises are handled.
At Epitome Capital, we handle them quietly, with respect and clarity, never with blame.

Because protecting the deal means protecting your legacy, too.

If you’re considering selling your business, we’d be happy to talk. If you simply want to understand what due diligence really looks like when done well, we’d be happy to explain.

No noise. No judgment.
Just a calm, confidential conversation with direct buyers who value the people behind the numbers.

Start privately at epitomecapital.co.uk