What an Independent Review should tell you

Start with the decision you face

An owner may be weighing a sale against succession. A buyer may be deciding whether to pursue a target. A financing request may depend on changing the purchase structure. Clarifying that decision helps determine what information matters and which assumptions need to be tested.

The Independent Review begins with the objective, timing, decision authority, available evidence and principal obstacle. It considers whether the opportunity is credible, financeable and ready for the next stage.

Connect financial and operating evidence

Historical and adjusted earnings, working capital, debt capacity and equipment spending are considered alongside customer concentration, management depth and reliance on the owner. For a food manufacturer, relevant food-safety and operating records also matter.

These issues interact. An apparently attractive price may still leave insufficient cash after closing. A growth plan may depend on equipment or management that is not yet available. The review identifies these dependencies before they are treated as settled facts.

Expect one of five outcomes

Proceed: advance to a defined preparation or execution mandate.

Prepare: complete specific financial, operating, management or documentation work before approaching the market.

Restructure: change the proposed price, scope, timing, financing mix or transaction form.

Defer: revisit the opportunity after a defined milestone or event.

Stop: the transaction is not presently supportable or falls outside the advisory mandate.

Make the next action explicit

The deliverable should distinguish confirmed facts from assumptions, describe material risks and explain the recommended path. If preparation is required, identify what needs to change and the evidence that will demonstrate completion. If the proposal should stop, explain why further expenditure is not presently justified.

For example, “obtain more information” is less useful than identifying the missing record, who will provide it and which decision depends on it. A conditional next step should make the condition visible rather than treating the opportunity as fully ready.

The review is a paid advisory engagement under a written scope. It does not replace specialist legal, tax, accounting, valuation, food-safety or other professional work. Its value is the disciplined decision about what to do next, including when the best decision is to wait or not proceed.

Make a conditional recommendation actionable

Illustrative example — not a client transaction.

Suppose a buyer wants to pursue a manufacturer, but the latest accounts do not reconcile to its sales records and the owner controls the largest customer relationship. An immediate recommendation to proceed would leave two important assumptions unresolved. A useful review could instead recommend preparation, with specific evidence required before further spending.

The finance lead would reconcile the accounts and explain the differences. The buyer and owner would establish an appropriate, confidential process for assessing customer continuity. The review would identify who evaluates the findings and when the acquisition decision is revisited. It would also explain what findings could change the price or stop the process.

This approach gives a conditional recommendation a practical meaning. It avoids an open-ended request for more information and helps the client decide whether the next stage is worth funding. When the evidence arrives, the recommendation should be reconsidered; completing an information request is not itself proof that the transaction makes sense.

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