A Clear Path From “Thinking About Selling” to Closing With Confidence
PHASE 1: CLARITY BEFORE PROCESS
(Before you talk to buyers)
☐ Define why you are selling (liquidity, growth partner, succession, relief)
☐ Define what a successful exit looks like for you
☐ Identify non-negotiables (price, role, people, legacy, timeline)
☐ Decide what risks you are, and are not, willing to take
☐ Align internally (partners, spouses, key stakeholders)
Founder check:
If I got an offer tomorrow, would I know how to evaluate it?
PHASE 2: GET THE RIGHT TEAM
(Before going to market)
☐ Hire a sell-side M&A advisor aligned with your goals
☐ Hire an experienced M&A lawyer (not just a corporate attorney)
☐ Engage a tax advisor early (before structure is discussed)
☐ Clarify roles: who advises, who negotiates, who decides
Founder check:
Do I know who actually works for me—and who doesn’t?
PHASE 3: PREPARE THE BUSINESS
(This is where leverage is built)
☐ Clean up financials and normalize earnings
☐ Align financial statements with tax returns
☐ Identify and document key risks (don’t hide them)
☐ Reduce founder dependency where possible
☐ Organize contracts, licenses, and compliance items
☐ Prepare a clear, credible growth narrative
Founder check:
Is the value backed by supporting documentation?
PHASE 4: POSITIONING & MARKETING
(Controlled, targeted, intentional)
☐ Define your ideal buyer profile
☐ Approve a targeted buyer list
☐ Protect confidentiality with staged disclosure
☐ Stay focused on running the business during outreach
☐ Let your advisor manage buyer communication and present most qualified fit
Founder check:
Am I choosing buyers that is best for me and my compay?
PHASE 5: OFFERS & SELECTION
(Compare more than price)
☐ Compare offers side-by-side in a consistent format
☐ Evaluate structure, certainty, and risk, not just valuation
☐ Understand post-close obligations and earn-outs
☐ Conduct management meetings with buyers to evaluate cultural alignment and fit
☐ Choose the buyer aligned with your definition of success
Founder check:
If this closed exactly as proposed, would I still feel good six months later?
PHASE 6: LOI & EXCLUSIVITY
(Locking down the deal terms)
☐ Ensure LOI reflects real economics and structure
☐ Insist on important terms early to ensure alignment
☐ Clarify conditions and timing to closing
☐ Align on post-close role and expectations
☐ Involve your lawyer fully before signing
Founder check:
What are the non-negotiables?
PHASE 7: DILIGENCE
(Confirmation, not combat)
☐ Centralize diligence requests and responses
☐ Begins with finances to ensure purchase price is defendable
☐ Balance business and diligence; ignoring one can kill a deal
☐ Remain confident. It can feel overwhelming, but the questions are standard.
☐ Stay calm; fatigue leads to bad concessions
Founder check:
Is diligence confirming the story and are you able to provide the context?
PHASE 8: NEGOTIATION & RETRADES
(Know when to push—and when to pause)
☐ Evaluate re-trades using a structured framework
☐ Separate legitimate issues from opportunistic pressure
☐ Explore structure before price concessions
☐ Revisit your original goals when pressure rises
☐ Be willing to walk away if alignment breaks
Founder check:
Is this a fair adjustment or negotiation tactic?
PHASE 9: PURCHASE AGREEMENT
(Risk lives here)
☐ Confirm alignment with LOI
☐ Understand reps, warranties, indemnities, and escrows
☐ Know where risk sits and for how long
☐ Clarify sign-and-close vs sign-then-close
☐ Don’t rush just because the document is long
Founder check:
Do I understand the consequences even if I don’t understand every word?
PHASE 10: SIGNING, CLOSING & TRANSITION
(The finish line isn’t always signing)
☐ Know exactly when money moves
☐ Confirm remaining closing conditions
☐ Plan integration and transition thoughtfully
☐ Communicate clearly with employees and stakeholders
☐ Define your role or your exit, post-close
Founder check:
Am I prepared for what happens the day after closing?
A good exit is not defined by speed, pressure, or headlines.
It’s defined by clarity, alignment, and confidence.
You don’t owe anyone a deal.
You owe yourself a decision you can stand behind.
