A buyer asks a question. Someone finds a file. Someone else starts typing. Before you press send, pin down what the buyer needs, what the records establish and who will handle the unfinished work. A polished sentence is a poor substitute for those answers.
BDC’s due diligence guide describes an examination of commercial, financial and legal information, with different roles for accountants and lawyers. For the seller, the practical challenge is connecting each buyer question to the right records and people.
Start with the question behind the request
Quebec broker RCA recommends understanding the purpose of requests, grouping documents by area and coordinating exchanges through a point of contact. Apply that advice before assigning the work: is the buyer asking for a document, an explanation of a number, or confirmation of a fact? If the request is unclear, clarify it instead of answering the question you wish had been asked.
Give each request one home. In Datasite’s older Q&A example, published in 2022 and updated in 2024, questions are consolidated and routed by category. Its concrete approval example is a buyer’s legal question passing through a legal approver before release. The useful distinction is the question, its route and its release.
Separate preparing, reviewing and sharing
Clearview recommends assigning team members to document areas and setting a protocol for requests and responses. Our proposed seller record builds on that: name a preparer, identify the appropriate reviewer and record separately whether the answer was shared. The person who found the file need not be the person who can explain it.
Cummings’ US-oriented practitioner guidance recommends designated seller representatives, counsel review and version histories with effective dates. Here, the useful question for transaction counsel is narrow: does this answer need coordination with the purchase agreement’s disclosure process? This is process advice, not a statement of Canadian disclosure law or a rule that every reply requires a lawyer.
Keep the exact response beside the records supporting it. In its July 2026 discussion of AI-assisted deal work, Datasite emphasizes source links, current information and human validation of first passes. We adapt that checking principle to a manual record: someone should be able to follow a sentence back to the material behind it. No AI tool is required.
Three requests on Mara’s desk
Meet the fictional Alder Service Co. Mara owns it; Eli is its controller, Nadia its commercial lead and Rowan its transaction counsel. One morning, these three buyer questions land on Mara’s desk.
Q101: Two June revenue totals
Question: “Why do the two June revenue files differ?”
Supplied records: F-06-A, June-sales-01.xlsx, shows C$840,000. F-06-B, June-sales-02.xlsx, shows C$825,000. Eli has supplied neither a reconciliation nor a statement identifying the correct total.
Calculation: C$840,000 − C$825,000 = C$15,000. The exercise gives no cause for the difference.
Reply A: “June revenue is C$825,000 because that is the newer file.”
Reply B: “The two supplied totals differ by C$15,000; Eli has not yet explained the difference.”
Reply A adds a reason to choose one figure that the exercise does not supply. Reply B reports the arithmetic and the missing explanation.
BDC emphasizes checking figures against explanations and other records. Apply that here by asking Eli for a reconciliation tied to the underlying material. The difference is the starting question, not an accounting adjustment. Do not turn a filename into evidence that one total is right.
Next person/action: Eli explains the difference and identifies supporting records; Mara keeps the draft response linked to them for checking. Leave the unresolved explanation visible rather than letting the second spreadsheet silently replace the first.
Q102: The missing appendix
Question: “Please provide the Harbour customer agreement and Appendix B.”
Supplied record: C-12 is named Harbour-agreement-signed.pdf. Its signature page refers to Appendix B, but the supplied PDF stops before the appendix. Nadia says only that she found this PDF.
Reply A: “Appendix B does not exist.”
Reply B: “Appendix B is not included in the PDF Nadia found.”
The second reply describes the supplied file. The first goes beyond it. Nothing in this exercise establishes whether the appendix was executed.
BDC advises preparing current, signed records with advisers and anticipating questions. For this request, give Nadia a specific follow-up: identify the agreement material she has located and what is still unconfirmed. A document title alone does not complete that examination.
Next person/action: Nadia reports back on the appendix search. Keep the missing attachment beside the request so the preparer and reviewer see the same open item. The proposed answer should describe what was found, with its source, rather than grow more confident through repetition.
Q103: A draft is still a draft
Question: “Has the Harbour agreement been amended?”
Supplied position: Nadia’s draft says, “No signed amendment has been located.” Rowan has not reviewed the wording, and no response has been shared. Mara proposes replacing it with, “There are no amendments.”
The supplied case establishes a narrower search result and an unfinished review. It does not establish Mara’s broader statement. “Signed” and “located” are doing real work in Nadia’s sentence.
Next person/action: Rowan reviews the proposed wording and its relationship to the transaction documents. Preserve the draft version being considered; if it changes, retain what changed and when. Cummings’ version-history recommendation makes this a specific review task, not a vague note saying “legal to check.”
Try the comparison: Write the record ID beside the sentence it supports. Put a question mark beside any sentence needing another input. Across the three cards, identify the C$15,000 difference, the absent appendix and the unfinished review. Then choose which of the two replies in each card you could support from the supplied facts alone.
A reusable record for the next request
Use these six field groups as a compact working record. This is our implementation of Clearview’s responsibility and tracking advice, not its prescribed template. Keep the groups together so the answer and the open task can be read in one place.
1. Request: ID, exact buyer question and category. Keep the original wording visible when follow-up questions arrive; a consolidated list should still show what was actually asked.
2. Records: File IDs, dates or versions, and the passage or figure supporting the answer. Identify missing support alongside what is available.
3. People: Preparer and reviewer, with each person’s next task. Assign the work to the relevant area rather than leaving the owner to interpret every specialist document.
4. Response: Exact draft wording and the version under review. Ask counsel where needed whether it aligns with the agreement’s disclosure process; do not substitute a reassuring paraphrase for the answer being checked.
5. Sharing: Whether a response was shared, and which response it was. Keep that separate from whether an explanation or missing document has been supplied.
6. Follow-up: What remains unanswered, who will obtain it and the next check. These are working arrangements for your team, not a universal transaction timetable.
RCA also stresses staying available while operating the business. Make the next exchange specific: the person, question and missing input.
For general information and education, not legal, tax, investment or valuation advice. Examples are illustrative and do not predict your business’s value, financing terms or sale outcome. Consult qualified advisers about your situation.
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