Consider who is in the room when a mid-market business sells. Corporate finance, on a success fee. Legal, billing through to signature. The acquirer's team, mandated to close. And the founder, advised by everyone and represented by no one.
Most of those advisers are excellent and entirely honourable. They are also, structurally, paid more if the deal happens than if it does not. That is not a scandal; it is simply a fact the principal should hold in mind.
This is a placeholder article. The structure, length and rhythm reflect how finished pieces will read; the argument is illustrative.
What the principal actually needs
- A clear view of what the business is worth to this buyer, as distinct from the market.
- An honest assessment of what life looks like after an earn-out, written before the term sheet is signed.
- Someone tracking which concessions are commercial and which are cumulative.
- A named walk-away position, agreed in advance, when nobody is tired.
The concessions that compound
Deals are rarely lost on headline price. They erode through a sequence of individually reasonable accommodations — a warranty here, a deferred tranche there, a restraint slightly wider than discussed — each defensible, collectively material.
Nobody sets out to give away twenty percent of the value. It leaves in two-percent instalments, each one justified on the day.
Somebody in the process needs to be holding the cumulative position rather than the current point. That is not a legal role and it is not a corporate finance role.
Before the process starts
The highest-value transaction work happens twelve to twenty-four months before anyone is appointed: getting the structure right, resolving the governance questions, making sure the business can survive due diligence without concession. That work does not feel like transaction work. It is where the price is actually set.
