►EXECUTIVE SUMMARY 1: Critical Risk: Inadequate QoE providers miss material deal-killers. A second QoE on a $4M manufacturing deal uncovered 9 material issues (less than 20% of EBITDA each) that the seller-recommended provider missed—any one could have bankrupted the buyer. 2: Work-in-Progress & Inventory Controls = Hidden Icebergs. The first QoE dismissed poor financial controls as "can't verify perfectly, so we'll ignore it." Reality: Misrepresented project completion (claimed 90% done, actually 30-40%) and obsolete inventory create immediate working capital crises and EBITDA shortfalls on Day 1. 3: Non-Compete Loopholes Enable Seller Competition. Sellers are carving out "separate entities" from non-competes, then immediately competing in the same markets post-close. Weak M&A counsel rubber-stamps these structures, leaving buyers vulnerable to legal battles in seller-friendly jurisdictions. 4: Seller's Market = Structural Conflicts of Interest. Brokers/sellers dictate QoE provider selection and split costs to appear reasonable, but choose providers who won't jeopardize deals. Buyers paying for "community college" QoE get confirmation bias, not protection. Bottom Line: Your QoE provider determines bankruptcy risk. The difference between seeing "ice cubes" vs. "icebergs" is whether you're betting your family's 20-year wealth accumulation on competent diligence or false confidence in a "simple business."