M&A and Private Equity Insider Series

Anatomy of a CIM Part Three Operations and Management

Preparing and controlling the sale process

Can the business operate without the owner making every decision

The CIM should show how work gets done and who is accountable for it.

Buyers do not acquire financial statements in isolation. They acquire an operating system and the people responsible for running it.

The operations section of a confidential information memorandum (CIM) should explain how demand becomes revenue: how customers are won, work is scheduled or produced, quality is controlled, suppliers are managed, and performance is measured. The goal is enough detail for a buyer to understand capacity, constraints, and scalability without turning the document into an operating manual.

The management section should then connect names and roles to actual accountability. An organization chart is useful, but it does not show whether decisions still route through the founder. Buyers will want to know who owns sales, operations, finance, customer relationships, and hiring; how long key leaders have been in place; and what gaps remain.

This is an area where precision matters more than optimism. If the owner still approves pricing or holds several major relationships, say so and explain the transition plan. Describing a founder-dependent company as fully institutionalized will not make the dependency disappear. It will simply become a diligence issue later.

Owners can often improve this section before a process by documenting workflows, clarifying decision rights, developing a second layer of leadership, and measuring capacity with reliable operating indicators. Those changes may also improve the business whether or not a sale occurs.

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