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Buying & Selling a Business

What happens if the numbers a broker shared don't match what I find in due diligence?

TSL Written by the Treadstone Law team· Updated August 2026

A business broker's marketing materials are generally based on figures the seller provided, and a broker typically isn't independently auditing those numbers before presenting them to prospective buyers — so a mismatch between what a broker shared and what your own due diligence turns up usually traces back to the seller's information, not necessarily anything the broker did wrong, though it's worth understanding which it was.

What matters more than assigning blame is what the discrepancy tells you and what you do next. Treat your own due diligence findings, verified through bank records, tax filings, and direct confirmation, as the numbers that actually govern your offer, not the marketing summary. If the gap is significant, it's a legitimate reason to revisit price, add conditions, or walk away entirely, and it should be, since a purchase price built on marketing figures rather than verified numbers is a purchase price built on the wrong foundation.

Document the discrepancy clearly and raise it directly with the seller (and, if relevant, the broker) before proceeding further, rather than assuming it will sort itself out or that the broker's numbers are the reliable baseline. A Treadstone business lawyer can help you use this to renegotiate terms or preserve a walk-away right.

Key takeaways

  • Broker marketing figures typically come from the seller, without independent verification by the broker.
  • Your own verified due diligence numbers, not the marketing summary, should govern your offer.
  • A significant mismatch is a legitimate reason to revisit price or conditions.
  • Raise the discrepancy directly rather than assuming it will resolve itself.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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