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Practice

Sell: buying and selling a company

An owner usually sells a company once. We represent owners through the sale, the purchase of a competitor, or the hand-over to the people who run it.

The steps

  • Getting ready: the records a buyer will ask for, gathered before anyone asks
  • The letter of intent, where price, structure and timing are really decided
  • Due diligence, answered from one organised data room
  • The purchase agreement: what you promise, for how long, and what it costs if you're wrong
  • Closing, and the escrow and earn-out that follow it

The calendar

We write a closing calendar at the first meeting and send it to every adviser on the deal. Each week you'll know what's done, what's due and who's holding it up.

Who we work with

Your accountant, your banker or broker and, often, your family. We keep them informed, and we keep the deal moving between them.

Sample matters

Sold on the owner’s terms

  • The letter of intent is the deal.

    Closed in 74 days

    Sale of a family-owned print shop to a strategic buyer, on terms set in a two-page letter of intent we negotiated first.

  • Your buyer may already work for you.

    Ownership passed to managers

    A distribution company sold to its three managers over five years, with seller financing and a board seat for the founder.

Sample matters, written as illustrations for this template. Every matter is different, and past results don't guarantee a similar outcome.

Questions owners ask

When should we call you about a sale?

Before you sign a letter of intent, and ideally before you talk to a buyer. The price is often set in the first conversation.

Do you work with business brokers?

Yes. The broker finds and courts the buyer; we write and negotiate the documents. We'll meet your broker early.

How are fees charged on a sale?

We quote in writing at the start, often as a fixed fee for each stage, and say what isn't covered, such as tax advice or a second round of diligence.