What You Should Know About a Company Before You Sign the LOI
The Pre-LOI Intelligence Gap
Most buyers walk into management meetings armed with one document: the CIM. They've read the broker's narrative, scanned the financial summary, and formed an initial thesis. Then they commit $20K-$50K to formal due diligence based on that thesis.
That's the equivalent of making an offer on a house after reading the realtor's listing description — without checking the property records, the neighborhood crime stats, or whether the foundation has been repaired three times.
The public domain contains intelligence about your target that no CIM will ever include. Not because the seller is hiding it, but because a CIM is a sales document. It's not designed to give you the full picture. That's your job.
What the Public Domain Reveals
Before you sign the LOI, before you commit diligence capital, there are seven categories of publicly available intelligence that change how you evaluate a deal.
1. Litigation and Legal History
Court records, UCC filings, liens, and judgments are public. A target with two active lawsuits from former employees has a different risk profile than the CIM suggests when it says "stable 15-person workforce." Mechanics liens against the property signal cash flow issues the balance sheet won't show. Pending environmental litigation can exceed the purchase price.
None of this appears in the CIM. All of it is searchable.
2. Employer Sentiment
Glassdoor and Indeed reviews reveal what the CIM calls "experienced management team" from the employees' perspective. A Glassdoor rating below 3.0 suggests turnover risk. Recurring themes about "micromanagement" or "no growth opportunity" signal key-person dependency. Reviews mentioning "pay cuts" or "benefits reduced" hint at cash flow problems months before they hit the financials.
The seller won't mention any of this. The employees already have.
3. Regulatory and Safety Record
EPA violations, OSHA citations, and environmental filings are public record. A manufacturing business with three OSHA violations in the past two years has capex exposure the CIM didn't mention — remediation costs, equipment upgrades, potential fines. These liabilities transfer with the business.
4. BBB Profile and Consumer Complaints
The Better Business Bureau tracks complaints, resolution patterns, and accreditation status. A company with an A+ rating and zero complaints in five years tells one story. A company with 47 complaints and a pattern of non-response tells another. The BBB also confirms years in business — an independent verification of the founding date the CIM claims.
5. Key People Intelligence
LinkedIn profiles, press mentions, conference appearances, and industry directory listings reveal the management team's depth and network. If the owner has no LinkedIn presence and no press mentions, that tells you something about the business's market visibility. If the VP of Sales left six months ago and their LinkedIn says "Open to Opportunities," that tells you something about the red flags the CIM didn't mention.
6. Press and Financial Signals
News coverage, industry publications, and trade press mentions surface leadership changes, acquisitions, contract awards, and regulatory actions. A CEO departure three months before the company went to market is a signal. A notice of default on public filings is a signal. An acquisition spree followed by a sale is a signal.
7. Digital Presence and Web Intelligence
The company's website, social media presence, and technology stack reveal operational maturity. A business running a 2014 WordPress site with no social presence and no Google Business listing has a different digital readiness than one with modern infrastructure. This matters because post-acquisition marketing and customer acquisition depend on the digital foundation you inherit.
Timing Is Everything
Here's the problem with traditional target research: it takes weeks. Buyers hire a research firm, wait for the report, then integrate the findings with their CIM analysis. By then, they've already formed a thesis, possibly already submitted the LOI, and the sunk cost fallacy takes over.
The intelligence should arrive at the same time as the CIM analysis. Not weeks later. Not after you've committed. Before. When you upload a CIM, the public domain search should run in parallel — same document, same moment, complete picture.
What Changes When You Know More
Pre-LOI intelligence doesn't kill deals — it prices them correctly. A litigation history doesn't mean you walk away. It means you adjust the indemnification terms. An OSHA record doesn't mean the deal dies. It means you build remediation costs into the purchase price. A Glassdoor rating of 2.4 doesn't disqualify the target. It tells you exactly what your first 90 days post-close will look like.
The difference between a buyer who knows this before the LOI and one who discovers it during due diligence is the difference between negotiating from strength and scrambling to renegotiate from weakness.
The CIM is the seller's best story. The public domain is nobody's story — it's just the record.
Next Steps
Once you've analyzed the CIM and gathered public intelligence, the next question is whether the deal can actually get financed. Testing bankability before you call the bank prevents you from committing to a deal structure that won't survive the loan committee.