The exit you get in two years is being built now.
This may be the widest window you will have to change your own position – and the point at which advice is cheapest to act on. Buyers don’t price your company the way you experience it. They underwrite it, line by line, risk by risk, the way a committee approves capital. This page is organised the way they will read you.
No mandate attached. We would rather start before the clock does.
Eight things a buyer will test. Tick the ones that are already true.
Nothing here is stored or sent to us. Eight areas that repeatedly shape price, risk or momentum in technology transactions – the list we work from before a sale, not a scoring gimmick.
Tick what is already true and this will tell you where you actually stand.
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The eight checks above are the founder’s view. Here is the same ground from the buyer’s side of the table.
How a buyer will underwrite you
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Revenue quality.
Not how much – how sure. Recurring versus repeating versus one-off; the contract terms behind the committed revenue; retention; how "committed" the committed revenue really is under a change of control. Definitions a buyer reads as aggressive get challenged in diligence, at the worst possible moment. Fix the definitions now.
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Customer concentration.
Concentration becomes a central underwriting question as one or a few customers account for a material share of revenue: change-of-control clauses, renewal timing, relationships that leave with you. Concentration itself is manageable; unmanaged concentration – fragile contracts, unmapped clauses, undocumented relationships – is what weakens you at the table.
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Founder dependency.
A standing underwriting concern in founder-led companies. If sales, product direction and key relationships all route through you, the buyer is buying a company part of which drives home with you every evening. The remedy takes time – counted in quarters, not weeks: a management layer buyers can meet, decisions that survive your holiday.
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Contracts and IP chain.
Every line of code and design contribution assigned in writing, including from the freelancer in year two. Customer contracts mapped for change-of-control and assignment consents. Issues identified early can often be remediated, disclosed, or reflected in process design; issues first discovered by a buyer leave fewer choices.
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Reporting.
Not audited-everything – consistent everything. One basis of accounting held steadily, monthly discipline, metrics a stranger can recompute. When a buyer's analyst reconciles your numbers and they tie, everything else you say gets more credible.
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Structure hygiene.
Where commercially and legally sensible, entity and ownership complexity simplified well before a process – with counsel and tax advisers involved wherever restructuring is required; personal assets and the company disentangled; a cap table free of surprises. Boring by design.
The two questions preparing founders ask us most
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Do I need a CFO to sell well?
Often not – and hiring one for the process is one of the more expensive ways to fix the wrong problem. What a buyer’s analyst needs is the reporting discipline described above, plus one named person who owns the numbers and can defend them in a room. A strong controller with an external accountant who knows the file often clears that bar. Where the company has outgrown that, we will say so – and say it two years before a buyer does.
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How do I think about timing?
Work backwards. Twelve months before you would want to be in market, the financial record should already be the one a buyer will see; the dependencies you can remove should be gone; the people who have to sign should agree. Then the market question is narrower than it looks: is the business still improving faster than the market is repricing it? While it is, waiting is a position with a return. When it stops, the window is closing whether you use it or not. That is the conversation to have with us a year out, not a month out.
What deliberately does NOT go on this list
Cosmetics. Growth theatre purchased for the process. Aggressive revenue-recognition changes in the final year. Buyers have seen companies dressed for sale before, and the dressing costs more credibility than it adds value. Preparation is making the truth verifiable, not making it look different.
The formal version: a readiness review
The readiness review applies all of this to your company – financial, legal and contractual, technology, operations, management and narrative readiness, each rated, with a sequenced fix list and a straight answer on whether now is your moment. Fixed fee, stated in writing before we start, no mandate attached. What it covers and how it works → What the buyer’s seven diligence teams will look for, and how a finding becomes money, is chapter 5 of the Founder’s M&A Reference →
Two years out is the right time.
Thirty minutes with a partner, and no mandate attached. You leave with a view on what to fix first and when to come back. In the meantime, the research letter is how we stay in touch: a few times a year, never weekly, nothing else.
Find out what a buyer will find – before a buyer does.
A fixed-fee, fixed-scope review of your company, run through the questions a buyer’s diligence teams and investment committee will ask, delivered as a written report with a sequenced fix list and a straight answer on whether now is your moment. Inside every mandate it is the first step, funded by the retainer. On its own it is a separate, separately paid engagement for the founder who is not selling yet, and it creates no mandate and no obligation.
The fee is fixed and stated in writing before we start. The report is yours to keep whatever you decide.
What it covers
Six dimensions, each rated red, amber or green against what a buyer’s diligence will test.
What you receive
- A written report, rated by dimension.
Every rating carries its finding and its evidence. Nothing is a score without a reason.
- A sequenced fix list.
What to fix first, why it matters, what it will take and what can wait – because the return per month of preparation is not evenly distributed across the list.
- A view on timing.
Whether now is your moment, whether one fixable thing is doing most of the damage, or whether the honest answer is not yet. We say which, and why.
- The first movement of a process, if you want one.
If you decide to sell, the review is the first movement already done. If you decide not to, you hold a buyer’s-eye view of your own company before a buyer has one.
How it works, and why it is paid
A first call to scope it and state the fee. An NDA, before you send anything. A document request built around what you already have, not what a bank would like you to produce. Two to three weeks of work once the documents are in, with one or two working sessions that only you can lead. Then the report, walked through with you by the partner who wrote it.
We charge for the review because it has to stand on its own: it must be worth doing even if the conclusion is not yet, not us, or do nothing for now. Paid, it owes nothing to a mandate that may never follow, and it gets the senior time the questions deserve. What follows it is your decision.
Find out what a buyer will find.
One call to scope the review and state the fee – a fixed fee, in writing, before any work. No mandate attached, and the report is yours whatever you decide.