M&A — Why Being on the Sell-Side Isn’t Always Straightforward

A common misconception in the M&A market is that the burden of the work falls primarily on the buyer. While it is true that the buyer’s lawyers often take the lead on drafting and managing the legal documentation, the reality for sellers is very different. The workload for individual sellers or the selling company can be substantial.

For owner-managers in particular, the process can feel both overwhelming and, at times, unnecessary. Balancing the demands of a transaction alongside running a business often feels like taking on a second full-time job. However, this is an unavoidable part of the process, buyers are not going to part with significant sums of money without thorough scrutiny and engagement from the seller.

So, the key question becomes, how can sellers best prepare and minimise frustration throughout a transaction?

Know Your Non-Negotiables

Compromise is inevitable in any deal, but it’s essential to be clear from the outset on what truly matters to you. Understanding your non-negotiables will help you stay focused and avoid unnecessary concessions under pressure. These might include:

• A limited tie-in period (e.g. no longer than six months).
• Caps or limitations on post-sale liability.
• The structure and extent of deferred consideration.
• Whether personal guarantees are acceptable.

Having clarity on these points early will make negotiations more efficient and less stressful.

Prepare for Due Diligence & Disclosure

Due diligence and Disclosure are often the most demanding phase of the process. It will require time, attention, and a temporary shift in focus away from your day-to-day role, but it is critical.

A well-managed due diligence process not only reduces the risk of future warranty claims but also limits follow-up queries that arise from incomplete or unclear responses.

The smoothest transactions are typically those where the seller delegates responsibility to a trusted senior team member. This individual can approach the process objectively, without the emotional attachment of the owner, and is often better placed to identify and disclose key issues that might otherwise be overlooked.

Managing Emotion and Seller’s Remorse

Selling a business, particularly one you’ve built yourself, is inherently emotional. It’s important to remember that the process, however intense, is not personal.

Information requests, detailed negotiations, and long sessions reviewing warranties and disclosures are all standard parts of a transaction. At times, it can feel intrusive or even adversarial, especially when pressures are high and timelines are tight.

This is often when doubt creeps in. Seller’s remorse is real, and the temptation to walk away can be strong.

In these moments, trust your advisors. Be open about your concerns, they deal with these situations regularly and can help you understand why the process feels challenging and guide you through it with perspective and reassurance.

Be Present for Completion

As the deal approaches completion, your involvement becomes critical. The final stages can feel relentless, but once documents are issued for signature, your availability is essential.

You will also need a suitable witness. Someone physically present, over 18, and independent of the transaction, to validate your signature.

It’s not uncommon for clients to push hard to reach completion, only to become unavailable at the final hurdle. Quite simply, completion cannot happen without you.

Top Tips

There are many ways to improve your experience as a seller, but two principles stand out.

• Trust your advisors — ensure you have a strong team around you. I am biased, but we are worth what feels like an added but essential cost. 
• Delegate wherever possible — particularly during due diligence. A Financial Director, or HR manager can really lighten the load and free you up to be advised on the transactional documents.