Business owners/investors and management are often so consumed with operating their businesses day to day they do not adequately prepare their company for sale. When owners finally decide to sell all or part of their businesses, they may miss opportunities to maximize the value of their company. Deficiencies in key areas can discourage potential buyers from bidding for the company, delay the transaction (which increases the chances it will not close) or lead to a lower purchase price. Similarly, unaddressed problems can result in greater retained liability of the seller or reduced payouts on earn-outs. The expense of trying to resolve the issues while in negotiation often far exceed the cost a seller would have spent fixing them before the transaction arises. Poorly prepared companies may even face a lack of buyers for the company.