The transaction, from first thought to final wire.
Selling a company introduces a language most founders have never needed: enterprise value, working-capital pegs, exclusivity, rollover, earn-outs, escrow, warranties, quality of earnings, locked boxes, leakage. You do not need to become a banker, an M&A lawyer or a transaction accountant to sell well. You should understand what is being decided in your name. This is our reference to the transaction: what happens, what each stage is for, what changes your economics, where leverage moves, which decisions are yours, and which questions to settle before they become hard to reopen. It is not an argument for selling. It is a guide to understanding the transaction if you do.
General education, not legal or tax advice. Structures, law, tax and market practice differ by company and jurisdiction; your legal, tax and accounting advisers own the conclusions in their fields. Every number here carries its source and its limits in a footnote; statements without one are practitioner judgment, drawn from our own mandates and our reading of the market.
Three ways to read this. All of them are the right amount.
Read them in order, or open the one you need tonight.
How a company is sold
Four movements, eleven stages, the two clocks, and the point where bargaining leverage changes sharply.
How leverage moves, stage by stage → 2Who buys, and how they decide
Strategic acquirers, private equity and the rest – what each pays for, and the arithmetic behind their ceiling.
How strategic and financial buyers decide → 3How a company is valued
Six methods, what each measures and hides, the bridge from enterprise value to your account, and what moves a software multiple.
What the company is worth – and to whom → 4Deal structure, from headline to wire
Share or asset deal, the forms of consideration, three offers compared, locked box or completion accounts, escrow or insurance, and tax.
Why the headline is not what you keep → 5Due diligence
Verification under transaction pressure: what each specialist team looks for, how long it takes, and how a finding becomes money.
What seven teams will test, and how a finding becomes money → 6The documents and approvals
NDA to SPA: what each one does, what binds in a letter of intent, the clauses that move money, and the approvals that can stop a deal.
What binds, what moves money, what can stop a deal → 7Integration & legacy
The purchase agreement transfers ownership. Integration decides what happens to the product, the people, your role – and part of what you are paid.
What changes after the buyer owns the company → 8Glossary
The terms a buyer will use as if you already knew them – searchable, each with its own address.
Every term, searchable → +The question the reference cannot answer
What your company is worth, which buyer would pay it, and which clause to concede. Thirty minutes with a partner, under NDA, no engagement attached.
Book a call →Someone will buy some or all of your company. Everything else follows from that.
Before it happens, you decide whether selling is the right answer at all; you prepare the business so that what a buyer finds matches what you say; you create or test alternatives so that no single buyer is the only one; you negotiate a price and a structure; you let the buyer verify what it is buying; you sign the legal documents and obtain any approvals they require. After ownership changes, integration decides what happens to the business you built – and, if part of the price is contingent or reinvested, part of what you are eventually paid. Five facts hold across all of it.
- 1 · M&A here means selling all or part of a company.
Raising capital is a different transaction with different documents, even when the same investors appear in both. Sell, sell part, raise, fix one thing first, or wait →
- 2 · Enterprise value – the headline price for the business – is not what shareholders receive.
Debt, cash, working capital, debt-like items and the cap table sit between the headline and your account. The bridge, in chapter 3 →
- 3 · A letter of intent – the chosen buyer’s terms in outline – is not a closing.
It is mostly non-binding on price and largely decisive in practice, because exclusivity comes with it. Chapter 6 →
- 4 · Exclusivity – your promise to stop talking to other buyers – changes your bargaining position.
Before it, you have alternatives. After it, you have a counterparty. The terms you leave for later are negotiated from the weaker chair. How leverage moves, below ↓
- 5 · Closing transfers ownership. Integration decides what happens next.
To the product, the people, the brand, your role – and to any earn-out (price paid later, if targets are met) or rollover (proceeds reinvested in the buyer). Chapter 7 →
Decide → Prepare → Compete → Close → Integrate.
The sale itself is the first four; we run it that way. The fifth begins at the wire and reaches back into every decision before it.
| Movement | Your question | What is actually happening | Where to read |
|---|---|---|---|
| Decide | Should there be a transaction at all – and what would a win be? | Sell, sell part, raise, fix first or wait; price, structure and legacy defined before any buyer defines them for you | Ch. 1 · Weighing it up |
| Prepare | What is it worth, and what will a buyer find? | A valuation by several methods; the numbers, contracts, IP, tax, technology and management made verifiable; the memorandum and data room built before launch | Ch. 3 · Ch. 5 |
| Compete | Who could rationally own this company, and what are they really offering? | The buyer universe with a thesis per name; staged disclosure; indicative offers read for structure and assumptions, not headline; the letter of intent | Ch. 2 · Ch. 4 · Ch. 6 |
| Close | Does the company survive verification, and what exactly am I agreeing to? | Confirmatory diligence; the sale agreement and its risk allocation; conditions, approvals, the funds flow and the wire | Ch. 5 · Ch. 6 |
| Integrate | What still follows me – and what happens to what I built? | Price adjustments, escrow release, earn-out measurement, rollover, your employment, and the integration that decides the company’s future | Ch. 7 |
Six seats decide a sale – and one of them is yours. Each owns a different paragraph.
| Question | Founder & board | M&A adviser | M&A lawyer (counsel) | Finance / quality of earnings | Tax | Specialists |
|---|---|---|---|---|---|---|
| What does a win mean? | Decide | Structure the question | Tax effects | |||
| Valuation and buyer universe | Input | Lead | Support | |||
| Process and competition | Decide | Lead | Support | |||
| Financial, legal, tax and technical readiness | Input | Coordinate | Lead legal | Lead financial | Lead tax | Lead technical |
| Price and structure | Decide | Lead the commercial negotiation | Legal architecture | Accounting mechanics | Tax consequences | |
| The sale agreement | Decide | Commercial input | Lead drafting and legal advice | Completion mechanics | Tax clauses | |
| Closing and funds flow | Sign | Coordinate | Lead legal closing | Funds-flow support | ||
| Your employment, your personal tax and wealth | Decide | Context | Your own counsel | Your own advisers |
An M&A adviser who tries to be your lawyer, your accountant, your tax adviser and your technologist is not offering more expertise. They are collapsing disciplines that should stay independent. Our job is to make those disciplines produce one coherent transaction – and to make sure nobody is left knowing their own paragraph while no one owns the whole page. The buyer fills all six seats. You should too.
Leverage moves. The same term is easy in week three and hard in week fifteen.
Because your alternatives change. Nothing about the buyer needs to be adversarial for this to be true; it is the geometry of the negotiation.
- Before market.
You can wait, fix something, choose the buyers, change the story, or decide not to sell. Your optionality is at its highest and so is your ability to correct what a buyer would otherwise find.
- While several credible buyers remain.
Each knows it can lose the company. Prices, structures, certainty and timetables can still be compared against one another – and improved by the comparison.
- At the letter of intent.
One buyer asks you to stop talking to the others. The document may say “non-binding”. Your alternatives are about to become theoretical.
- Under exclusivity and in diligence.
One counterparty, holding the information, the specialists, the timetable and the knowledge that you chose it. Findings are negotiated by a seller who has told everyone else to wait.
- In the sale agreement (the “definitive agreement”).
Your legal rights become precise. Your commercial alternatives are usually fewer. Anything left for “the lawyers” is negotiated here, from this chair.
- After signing and closing.
The remaining leverage is contractual. After the wire there is none; there are rights, written in the documents, and the buyer’s conduct.
“The question is not only what to negotiate. It is when to negotiate it.”
Settle the commercial terms while you still have alternatives. Leave the drafting until diligence can inform it.
| Issue | Best time to settle it | Why then |
|---|---|---|
| Whether to transact, and what a win means | Before market | The market will otherwise define success for you as the largest number in the spreadsheet |
| Valuation framework and buyer universe | Before outreach | So the buyer’s number is never the only one in the room |
| Diligence problems | Before buyers find them | Disclosed with context they are facts; discovered under exclusivity they are the buyer’s leverage |
| Earn-out and rollover principles; your stay and role | Before exclusivity | They are price; after exclusivity they are negotiated from the weaker chair |
| Working-capital methodology; cash and debt definitions | Principles at the letter of intent; the schedules early in diligence | The formula decides what the headline becomes on closing day |
| Indemnity and insurance architecture | Concept at the letter of intent; detail in the sale agreement | Caps, baskets and survival move real money; the drafting needs diligence first |
| Disclosure schedules | Diligence and the sale agreement | They protect you; they cannot be rushed |
| Integration thesis, buyer references, Day 1 plan | Before you choose the buyer | The plan is part of the offer; it also decides whether your earn-out can be met |
| Funds flow; earn-out reporting mechanics | Before closing; before signing | After the wire there is no leverage left, only documents |
Our job is not to make you an M&A expert. It is to put expertise on your side of the table.
- Know your number before the buyer gives you theirs.
A valuation is imperfect. Negotiating without one is worse: the first number named tends to set the range, and it will be the buyer’s.
- Build buyer theses, not buyer lists.
The name of an acquirer tells you very little about what your company is worth to it. Who inside would sponsor it, what they have paid before and what they would compare you against tell you almost everything.
- Prepare before leverage moves.
What you find before market can be fixed, explained or priced deliberately. What the buyer finds after exclusivity is theirs to negotiate.
- Negotiate structure while alternatives still exist.
A headline with bad definitions can be worth less than a lower number with clean economics. Structure is on the table with price, in the same round, against the same competing offers.
- Keep the disciplines independent.
Your lawyer stays your lawyer; your accountant stays your accountant; your tax adviser owns tax; technical experts own technical conclusions. We own the process, the valuation, the buyer intelligence, the commercial negotiation and the coordination that makes those disciplines work as one transaction.
You do not need to know all of this to sell your company. Someone on your side should.
If you are considering a transaction, bring us the part you are trying to understand – an offer, a valuation question, a board disagreement, an earn-out, a buyer, a working-capital issue, or simply whether this is the right year. The first conversation is not a test of how much M&A terminology you know. It is to decide which of these questions actually matters for your company.
Reading this with a live transaction in front of you? Ask a partner about the M&A Reference → No engagement, and no need to name the company.