During 2026, Rankin Business Lawyers will be presenting a series of articles providing guidance on what to do when preparing a business for sale. To kick off, this month we cover sales readiness and vendor due diligence, and steps that can be taken to build trust before going to market.

 

Sale Readiness and Vendor Due Diligence: Build Trust Before You Go to Market

Serious buyers pay for confidence. A well-run vendor due diligence (VDD) process, up to date records, tidy filing systems, and legally sound protocols reduce surprises, shorten timelines, and increase competitive tension. Ensuring these steps are in place also demonstrates professionalism, privacy compliance, and respect for counterparties’ decision making. Your aim: to make it easy for a buyer to say “yes.”

What Causes Delays

Deals stall when information is messy or risks are unclear. Common blockers include:

  • Scattered files and multiple versions of the “truth”
  • Gaps in privacy/security compliance (Australian Privacy Principles obligations and data breach preparedness)
  • Claims in your Information Memorandum (IM) that aren’t substantiated

Buyers react by expanding diligence scope, calling for price reductions, adding conditions to the offer, or imposing heavy warranties. A structured VDD addresses these concerns.

Why This Matters in Australia

The Australian Privacy Principles (APPs) require organisations to manage personal information openly and securely (including APP 11 security), and the Office of the Australian Information Commissioner’s Notifiable Data Breaches (NDB) scheme requires notification when a breach is likely to cause serious harm. Buyers will test your maturity here.

Three Practical Steps You Can Implement

  1. Create a secure online folder with clear access rules
  • What to do: use granular permissions, view-only modes, watermarks, multi-factor authentication, and Q&A workflows
    • Example: create folders for Corporate, Financials, Commercial Contracts, HR/Employment, IP, Tech and Security, Regulatory and Compliance. Assign “clean team” access for competitively sensitive material (pricing algorithms, customer lists)
    • Why: a documented protocol saves time, protects confidentiality, and builds trust
  1. Align data protocols with privacy laws
  • What to do: minimise personal data stored, redact TFNs, replace raw customer lists with aggregated metrics, ensure your privacy policy and data breach response policy are thoroughly drafted and match APP guidance
    • Example: instead of uploading a full CRM export, provide cohort retention metrics and anonymised samples, maintain a data breach response plan in case diligence surfaces issues
  1. Substantiate all claims: avoid misleading conduct
  • What to do: support statements about growth, pipeline, churn, margin with evidence; ensure IMs are clear and fair
    • Example: if you claim an “industry leading Net Promoter Score,” upload methodology and time-stamped results
    • Why: Australian Consumer Law prohibits false or misleading claims in any business communication

 

Stacey Brennan
Lawyer