Due diligence is the review conducted by the buyer to verify that the business is as presented, covering financial, tax, legal, employment, contractual, customer-related, technological, and risk-related matters. It is a critical stage because unexpected issues often emerge during this process, potentially leading the buyer to demand price reductions, impose stricter terms, or even withdraw from the transaction. Preparing thoroughly for due diligence before going to market helps minimize unexpected setbacks and protect the negotiated value of the business.