This page is for the founder of an established company in Miami or South Florida who has decided to sell, or is close to deciding, and is working out whom to hire and in what order. Whether to sell at all is covered in sell or scale. Choosing the person who runs the sale has its own guide, business broker or M&A adviser. This page covers the full team around that person: what each adviser owns, when each one joins, how each is paid and who keeps them working together.
Who is on a deal team when you sell a company?
A deal team has two parts: the advisers you hire for the sale, and the small number of people in your company and your family who know about it. The table sets out each role, and your own advisers will tell you which ones your sale needs.
| Role | What it owns | When to bring it in | What to ask |
|---|---|---|---|
| Transaction attorney | The confidentiality agreement, the letter of intent, the purchase agreement and the legal risk you keep after closing | Before you approach acquirers, share confidential information or sign anything | Which sales of companies like mine have you handled, for sellers and for acquirers? |
| Accountant | Financial information prepared for the sale, and a review of your earnings before the acquirer does its own, within an agreed scope | Before sale materials are prepared or figures go to an acquirer | Which adjustments to earnings would hold up when an acquirer tests them? |
| Tax adviser | What you would keep under each way the sale could be structured | While you are considering a sale, before terms are negotiated | How do the possible structures compare for me, and what needs doing before a letter of intent? |
| Business broker or M&A adviser | Finding buyers for the company, running the process and negotiating the commercial terms | Once you have decided to sell and know what you want from a sale | Which acquirers would you approach, and who does the work day to day? |
| Personal wealth and estate adviser | Your finances after the sale, and any personal planning to consider before it | Before you decide to sell | What do I need from a sale, and what should be in place before terms are in writing? |
| Internal finance lead | Producing the records and answering requests while the company keeps reporting | When figures are first needed, with your attorney's advice on confidentiality | What would you need from me to answer an acquirer's requests and still close each month? |
Some sales need further specialists, such as an appraiser for an independent valuation or counsel for a particular area of law. Your attorney and accountant will say when one is needed, and estate planning may involve a separate attorney. Agree who instructs each additional professional before the work begins. If you want your own estimate of value before hiring anyone, our guide to getting the company valued before you decide to sell covers it. A sale to an acquirer you already know can proceed without an intermediary. Someone still has to handle the negotiation and the coordination, so discuss with your attorney who that will be. Our guide to responding to an unsolicited offer covers the first approach.
In what order should you bring the advisers in?
Bring each adviser in while their advice can still change the outcome. The sequence below is a common one, and your attorney may adjust it for your sale.
- Before you decide to sell. Meet your personal wealth adviser and your tax adviser. Start with what you need from a sale, then compare what you would keep under the ways a sale could be structured, which is a different figure from any estimate of the company's value. Ask your tax adviser whether any planning needs to happen before a buyer of your company puts terms in writing, and to update the comparison when proposed terms change.
- Before you approach acquirers or answer one in substance. Engage the transaction attorney, and agree with your accountant the scope of its review of the financial information an acquirer will see. If you plan to use an intermediary, have the attorney read its engagement letter before you appoint it.
- Before you sign a letter of intent. Have the attorney, the tax adviser and the accountant read the letter before you reply. It usually sets out the price, the structure and any exclusivity, and those points are harder to reopen once the letter is signed. Tell your wealth adviser about any deferred payment or continuing investment the letter proposes. Our guide covers what to settle before signing a letter of intent.
- During the acquirer's diligence. Financial requests go to the accountant and the finance lead, and other requests go to the specialist responsible. The attorney advises on what is disclosed and how. Our guide to handling an acquirer's due diligence covers the process.
- At the purchase agreement and closing. The attorney leads the documents, with the tax adviser checking the final structure against the plan and the wealth adviser preparing for the proceeds.
Ask the attorney which provisions of a letter of intent would bind you. Terms that do not bind can still shape the negotiation that follows, which is the reason to have the letter read before it is signed.
Can your current attorney and accountant handle the sale?
Your company's attorney and accountant know the business and its history. Selling a company is a specialty, and it raises questions that differ from the ones they answer for you each year. Ask each of them how many sales of companies they have handled recently, who would do the work, and what part they would want to play in yours.
One arrangement keeps both and adds a specialist beside each. The company attorney supplies the history and the contracts, and a transaction attorney leads the sale documents and the negotiation of legal terms. On the financial side, your accountant keeps producing the accounts while an accountant with transaction experience reviews the earnings the way an acquirer will. Where two professionals share a role, ask them to confirm in writing who is responsible for what. Ask each attorney whether the client is the company or you personally, and whether you or a co-owner need separate representation.
Raise the subject early, as a question about roles. The advisers who have served you for years then have a defined part in the sale and hear about it from you.
An acquirer that buys companies regularly is likely to use advisers who do this work often. Choose advisers with experience relevant to your sale and the capacity to handle the negotiation and the diligence.
Who leads the team, and who coordinates it?
You decide whether to sell, which acquirer to deal with and which terms to accept, together with any co-owner whose approval the sale requires. Ask your attorney who must approve a sale, and what existing commitments mean for accepting an offer or ending discussions. Advisers recommend, and the decision stays with the owners.
Coordination is a separate job, and it needs one person. Where you have appointed an intermediary, it usually coordinates the commercial work with buyers of the company, including the timetable and the offers. The attorney coordinates the documents. In a sale without an intermediary, the attorney or a trusted person inside the company can take the coordinating role. Agree at the start who keeps the single list of open points, and who calls the others when an acquirer proposes a change.
Three working rules keep the advisers together:
- Keep one record of decisions. Write down every change to the price or the terms, with the date and who agreed it.
- Have the advisers speak to each other. Introduce them at the start, and ask for a joint call on any point that crosses their work, such as a change of structure that alters both the tax result and the documents.
- Agree who speaks to the acquirer. Each adviser should know which subjects they may discuss with the other side and which come back to you first.
From the acquirer's side, conflicting answers from a seller's advisers mean the question gets asked again, which slows the transaction for both parties. Have the coordinator establish the facts with the advisers concerned and agree how to correct any answer already given.
How is each adviser paid, and what does that mean for the advice?
Ask every adviser how they are paid before you weigh their recommendation. The arrangements differ, and each carries an incentive worth understanding.
- Attorneys and accountants often bill for their time, and some agree a fixed fee for defined work. Ask for an estimate by stage and how you will be told when the work is likely to exceed it.
- An intermediary is commonly paid in part or in full when a sale closes. Ask what is payable if the sale closes and if it ends without completing, and have your attorney and tax adviser review any proposed terms within their own roles. Our broker and M&A adviser guide covers the engagement terms.
- A wealth adviser may charge for planning or for managing investments. Where its fee depends on the assets it manages, ask how placing sale proceeds with it would change that fee and how it handles the potential conflict.
- A tax adviser is usually paid for the advice whether or not a sale follows.
Ask each adviser whether anyone pays them for recommending another professional. Knowing how each adviser is paid tells you which questions to ask and whose view to hear alongside theirs.
Who inside the company and the family needs to be involved?
Ask your attorney who must approve the sale and who needs to be told at each stage. A co-owner, or a spouse with an ownership interest, may need to be involved from the start.
Agree who inside the company prepares the financial records and how their regular work is covered. That is often the finance lead, who may be the first employee to know. Review their involvement, the confidentiality arrangements and any reward connected with the sale with your attorney. Our guide to telling your team about a sale covers everyone else and the timing.
Decide who takes the company's daily decisions while you and the finance lead support the sale. An acquirer will look at how the business performs during the process, and Carlos's line from his banking years applies: "Your valuation scales only when your absence doesn't threaten the business." Our exit readiness guide covers that preparation.
Where does a peer board or an advisory board fit?
People who have sold a company can test the decision itself with you, starting with whether a sale serves your goals and whether this acquirer suits you. Ask about any interest they have in the outcome. Before you discuss the transaction with an advisory board or a peer board, ask your attorney what can be shared and under what confidentiality. Legal and tax advice stays with the professionals responsible for it. Our guide to advisory boards and peer boards compares the two.
If the acquirer expects you to stay after closing, read our guide to staying on after selling before a letter of intent describes your role.
What should a founder do this week?
- Write down what you need from a sale. Take it to your wealth adviser and your tax adviser before you negotiate terms.
- Ask your current attorney and accountant about their transaction experience. Agree the part each will play and where a specialist joins.
- Choose the coordinator. Decide who keeps the list of open points and the record of decisions.
- List who inside the company and the family needs to know. Ask your attorney about the order and the confidentiality.
- The outside team is a transaction attorney, an accountant, a tax adviser, a personal wealth adviser and usually an intermediary.
- Wealth and tax planning start while you are considering a sale and are updated as proposed terms change.
- The attorney is engaged before you approach acquirers or share confidential information, and reads every document before you sign it.
- One person coordinates the advisers and keeps one record of decisions.
- Ask how each adviser is paid, and keep the decisions with the owners.
The Leadership Scorecard takes ten minutes and shows which parts of the company still depend on you, which is worth knowing before you ask a team of advisers to sell it.