How M&A Advisors Use Talent Diligence to Keep Deals on Track

Clark Cotterell

Advisors stress-test the financials, the contracts and the customer list. Talent often gets a line in the CIM and a question late in diligence. Yet gaps in the team are one of the most common reasons a buyer re-trades, a lender hesitates or a closing date slips.

What talent diligence covers

  • Key-person dependency: who the business can't run without, and whether anyone else holds those relationships and decisions.
  • Bench depth: whether there is a credible second in command in operations, sales and finance.
  • Licensed and credentialed roles: which roles the business needs to operate, and whether those people are staying.
  • Retention risk: who is likely to leave at or after close, and what it would take to replace them.
  • Replacement feasibility: what each critical hire would cost in the local market and how long it would take.

On the sell side: fix it before a buyer finds it

When an advisor surfaces a gap early, the seller can address it before going to market: recruit a second in command, document HR policies or name a successor. A buyer who sees a plan in place, or a hire already made, has less reason to discount the price or add an earnout.

On the buy side: turn findings into a hiring plan

For buyers, the goal is to turn each gap into a role, an owner and a date. Some hires need to be in place by closing, especially licensed roles. Others can start in parallel with diligence and close shortly after. Lenders, especially on SBA-financed deals, often want to see that plan in writing.

A simple talent diligence workflow

  1. Interview the owner about which decisions and relationships run through them.
  2. Map the team against what the business needs to run independently.
  3. Get a candidate market read on each critical role: pay, availability and time to fill.
  4. Agree with the client on which hires happen before close and which after.
  5. Start confidential searches for the roles on the critical path.

Where a recruiting partner fits

An advisor doesn't need to run searches to add value here. Bringing in a recruiting partner to assess the market and run confidential searches keeps the deal moving while the advisor stays focused on the transaction.

NaviTrust works alongside M&A advisors on lower middle market deals, with a complimentary Candidate Market Assessment for any key role. For a deeper look at one piece of this, see our guide to spotting key-person risk before a buyer does.

This guide is part of NaviTrust's Resources collection — practical hiring insight for M&A advisors, investors, lenders, and community banks. Have a talent question on a live deal? Get in touch with NaviTrust →

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