Sale readiness

A sale runs far more smoothly when the legal issues are fixed before a buyer appears. Buyers look for uncertainty and use it — to renegotiate the price, widen the warranties, or delay completion. Preparation is the cheapest leverage a seller has.

What a buyer will test

• Corporate housekeeping. Articles, registers, filings, share issues and option arrangements.
• Ownership and control. A clean cap table, aligned shareholders, and no undocumented promises of equity.
• Contracts. Key customer, supplier, distribution and technology agreements — signed and reviewable.
• Employment and incentives. Senior contracts, restrictive covenants and any bonus or option arrangements.
• IP, data and regulation. Confirmed ownership, compliance, and any licences or approvals.

A short checklist

• Build a due-diligence folder.
• Review your top revenue and supplier contracts.
• Fix anything unsigned or expired.
• Confirm IP ownership from founders, employees and contractors.
• Anticipate the warranties a buyer will ask for, and prepare disclosure early.

Common traps

• Waiting until after heads of terms to start.
• Granting exclusivity too early.
• Ignoring change-of-control clauses.
• Failing to align shareholders before negotiations begin.

We help owners prepare a company for sale by finding the legal issues early and reducing the buyer’s leverage before it can be used.