On the sell side, the first draft of your deal outcome is written before diligence starts.
Once buyers engage, the questions are predictable: ownership, approvals, governance, and whether the company can execute a clean closing without surprises.
One of the first pressure points is ownership clarity. Buyers want to know exactly who owns what, who needs to approve a transaction, and whether any minority holders have consent, veto, or liquidity rights that could complicate closing. Issues that felt manageable internally tend to surface quickly once diligence begins.
The next focus is governance. Operating agreements, shareholder agreements, and side letters are read closely. Supermajority thresholds, drag-along provisions, and board approval mechanics can slow a process or shift leverage at exactly the wrong moment. These provisions are often drafted early, without a sale in mind, but they matter most when a sale is on the table.
Economic alignment matters as well. Earn-outs, rollover equity, and post-closing adjustments are common features of sell-side deals, but they require coordination among sellers. When incentives differ across stakeholders, negotiations tend to drag or become contentious late in the process.
Process discipline plays a role too. Sellers who control information flow, timing, and decision-making tend to preserve leverage. Sellers who scramble to clean up documents mid-process usually don’t.
Well-run sell-side transactions feel calm. That calm is rarely accidental. It usually reflects advance planning: understanding approval mechanics, cleaning up governance documents, aligning stakeholders, and anticipating where buyers are likely to push.
On the sell side, outcomes are often driven less by negotiation tactics and more by preparation. The structure you live with before the process begins has a way of dictating how much flexibility you have once it does.
