The inventory push is not a cartoon villain. It is a plant manager hitting a quarterly volume bonus while a sale process is running. From the buyer’s chair it looks like cash leaving through the warehouse door. From the seller’s chair it looks like ordinary operations. M&A Advisory Consulting juniors get hurt when they treat the peg as a single number copied from a QoE exhibit.
First, name the accounts you are actually freezing. “Working capital” in a CIM is often a marketing total. In the studio pack we force a list: trade receivables, inventory (and which ageing buckets), trade payables, and the accruals that management likes to call “other.” If customer advances sit in liabilities, say so. If tooling deposits sit in inventory, say so. Silence here is how a last-minute push hides inside a “normalised” average.
Second, pick a reference period that includes a similar season. A Taiwanese exporter with a US holiday build will look overstocked in October and virtuous in February. Averaging twelve months can wash out a push; using the last month can enshrine it. There is no virtuous default. There is only a period you can defend in a four-minute briefing.
Third, sample. You do not need to be the auditor. You need a receiving log, a handful of bills of lading, and the honesty to write that you did not see the bonded warehouse. In Taiwan Outbound Diligence Fieldcraft we practise the paragraph that begins “We were not shown…”. That paragraph is more useful than a false precision of NT$2 million.
Leave the legal mechanism — true-up, collar, locked box — to counsel. Your job is to tell counsel what you measured and what you refused to measure. If the seller accelerated finished goods into a distributor who can return them, that is not a peg footnote. That is an issue-list line with an owner.