How investment committees assess your business

For many business owners, selling the company is the biggest financial event of their lives. But while sellers often focus on impressing the buyer across the table, the real decision usually happens elsewhere – behind closed doors, in a meeting you’ll never attend.

It’s called the Investment Committee (IC).

Whether you’re dealing with private equity, a corporate acquirer, or even a family office with governance rigour, most serious buyers need internal approval before a deal can proceed. Understanding how these committees think – and what they look for – can make the difference between a firm “yes” and a quiet “pass.”

Here’s what happens inside the buyer’s boardroom – and how you can tilt the odds in your favour.

1. The numbers get pulled apart

No matter how compelling your story is, the IC will ask: Do the numbers stack up?

What they scrutinise:

• Maintainable earnings – Are profits recurring, or inflated by one-offs?
• Margins – Are they sustainable? How do they compare to industry benchmarks?
• Cash conversion – Profit is one thing; cash is another.
• Capex and working capital – What future investment is needed to grow?

Your move:

Have a robust, normalised financial model ready – with clear assumptions and supporting data. Ideally, pre-vetted by your own advisors before it’s challenged by theirs.

2. The risk committee has questions

Every IC wants to know: What could go wrong? And the best way to reduce perceived value is to leave risks unaddressed.

Common red flags:

• Heavy customer or supplier concentration
• Reliance on the founder or a few key people
• Weak contracts or unclear IP ownership
• Pending legal disputes or compliance gaps
• Volatile industry conditions

Your move:

Pre-empt their concerns. Conduct your own “vendor due diligence” – legal, operational, and financial — so nothing in the IC pack is a surprise.

3. They debate the strategic fit

This is especially true for corporate and strategic buyers. Their IC will ask: How does this target fit our existing business?

They’ll explore:

• Synergies – Cost savings, cross-sell potential, or technology benefits
• Market access – Does the target open new channels, regions, or customer segments?
• Integration – Will this be hard to bolt on? Are cultures compatible?

Your move:

Arm your buyer’s sponsor with a narrative that makes sense internally – clear synergies, aligned values, shared customers, and complementary products. You want them to look good pitching you.

4. They want to know who’s staying on (and who’s not)

Buyers invest in people as much as they do in systems and revenue. So ICs want to understand post-deal dynamics.

• Will the founder stay involved? If so, for how long?
• Is there depth in the management team?
• Will the business fall over if a few people leave?

Your move:

Build and present a strong, independent leadership team. Clearly outline succession plans, transition periods, and post-deal roles. The less reliance on you, the more confidence (and value) they’ll have.

5. They stress-test the deal structure

Even if the IC likes the business, they won’t green-light a deal that’s poorly structured.

Common sticking points:

• Too much risk in an earn-out or performance hurdle
• Overly complex deal mechanics
• Aggressive timelines or limited diligence access
• Lack of seller skin in the game (in rollover deals)

Your move:

Be flexible on structure, but clear on boundaries. Engage experienced advisors who know how to craft terms that align interests without exposing you to unnecessary downsides.

Final thought: Win the IC, win the deal

A buyer’s Investment Committee is not your enemy – but they are your final examiners. The key is to give your deal champion the tools they need to sell your business internally.

At Qurate, we help sellers craft a story – and a data set – that stacks up under scrutiny. Because the best deals aren’t just agreed in principle… they’re approved in boardrooms.