Week One Intake: The Questionnaire and the Document Request List

What the questionnaire has to capture

The questionnaire is not a form the client fills out alone. It is a structured interview the attorney or a senior associate conducts, with the client's answers recorded in one place. It covers the facts a buyer will ask about in the first call and the facts a buyer will discover in diligence whether or not the seller volunteers them.

The core sections are consistent across industries. Ownership and capitalization: who holds what, whether there are options, phantom equity, or promises made to key employees that never became paper. Revenue composition: top customers by percentage, contract terms, renewal history, and whether any customer is also a competitor or a related party. Cost structure: headcount by function, owner compensation and perks running through the P&L, and any expense that would not continue under new ownership. Operations: facilities, leases, key vendors, systems, and the two or three people without whom the business would struggle for a quarter. Legal: pending or threatened claims, regulatory licenses, environmental exposure, and any agreement with a change-of-control clause.

Then ask the questions a document cannot answer. Why is the owner selling, and on what timeline? What does the owner want to happen to the employees? Is the owner willing to stay for a transition, and for how long? Would the owner accept a seller note, an earnout, or rollover equity, or is the goal a clean exit at close? The answers shape which buyers belong on the list and how the CIM frames the opportunity, and they are far easier to get in week one than in the week an LOI arrives.

The document request list, organized the way a buyer will read it

The request list should be organized by the categories a buyer's diligence list will use, because the same documents will be requested again in the offers phase and the attorney wants to collect them once. A practical structure is corporate and ownership, financial, tax, customers and revenue, employees and benefits, material contracts, real property and leases, intellectual property, insurance, litigation and compliance, and environmental where relevant.

Within each category, the list should distinguish between what is needed now and what can wait. Now: three years of financial statements, the current year to date, the most recent tax returns, the organizational documents, the cap table, the top ten customer contracts, employment agreements for key people, leases, and any agreement with a change-of-control or assignment provision. Later: insurance policies, employee handbooks, benefit plan documents, and the long tail of vendor contracts. Business records support preparation of financial statements and tax returns, so the financial and tax requests should identify the records the client actually maintains, not assume one format. [1] Asking for everything on day one buries the client and delays the items that drive the valuation.

Each request should name the document precisely and say why it matters when the reason is not obvious. ‘All agreements with the top ten customers, including amendments and any side letters’ produces a better result than ‘customer contracts.’ An owner who understands that a buyer will test customer concentration and contract assignability will look harder for the side letter.

Who does what inside the firm during intake

Intake is associate and paralegal work with partner review, and the division should be explicit before the engagement starts. The partner runs the questionnaire interview, because the answers about the owner's goals and the business's weak spots come out more readily with the relationship lawyer in the room. The associate converts the interview into a written record, drafts the request list, and tracks what has arrived. The paralegal organizes incoming documents, flags gaps, and keeps the index current.

The client's side needs a counterpart too. On most lower-middle-market businesses this is the controller or the outside bookkeeper, and sometimes the owner's spouse. Name that person in week one and send the request list to them directly. An owner who has to forward every request to someone else becomes a bottleneck by week two.

Set a standing check-in. A fifteen-minute call every few days during intake keeps the request list moving and surfaces problems early, such as the financial statements that exist only as a bank-formatted PDF or the lease that nobody can find because the landlord changed hands.

Reading the first documents for readiness signals

The attorney should read the first wave of documents the week they arrive, not when the CIM draft is due. The purpose is to identify anything that will change the valuation conversation or the launch timeline. A review of records can be scoped around the business and transaction, and early findings can identify issues for follow-up rather than waiting for a final diligence report. [2] Financial statements that are reviewed rather than audited, or compiled rather than reviewed, may be normal for the client and should be noted so the valuation discussion accounts for how a buyer may treat them. A revenue line that depends on one customer at 40 percent is a disclosure item and a buyer-list item. A key employee with no non-compete and no retention agreement is a readiness gap the attorney can start closing now.

This early read also tests the questionnaire answers against the paper. If the owner said there are no side agreements with employees and the request list produces a 2019 letter promising a bonus on sale, that is better found in week one than by a buyer's counsel in diligence. The attorney who has already seen every document is in a different position in the offers phase than one who is reading alongside the buyer.

What good looks like at the end of week one

By the end of week one, the attorney should have a written questionnaire record the client has reviewed and confirmed, a request list where the high-priority items are at least half delivered, an index of what has arrived, and a short list of open issues that will feed the readiness review. The attorney should also have a first view of the story: what the business does, why it makes money, what a buyer will worry about, and what the owner wants.

One thing to do this week with a client you already have: pick an owner client who has mentioned selling in the past year, draft the questionnaire sections above in a two-page outline, and book a ninety-minute interview. The interview costs the client nothing but time, and it gives the attorney the material to start a readiness conversation, which is the natural next step whether or not the client decides to launch.

How Acquivo Pro fits

Acquivo Pro structures discovery and readiness as the first of six phases. The firm's client questionnaire and document request list live in a branded document portal under the firm's name, where the client sees each request, uploads a document once, and approves disclosures as the process moves forward. The associate and paralegal track what has arrived, and the partner reviews everything in one place. Because the platform later reads the data room and the questionnaire to build the valuation, the teaser, the CIM, and a prospect list tailored to that client, the work done in week one carries through the whole process. To walk through a process on a client you have in mind, request a demo through the Contact page.