Sell-side advisory is professional support for an owner who wants to sell all or part of a business to the right buyer, on the right terms and with confidentiality protected. Hector Kurumsal manages preparation, valuation, buyer search and negotiation from the decision to sell through closing, in coordination with your legal and tax advisers.
For many owners who say they want to sell their company, the real challenge is not finding a buyer but being ready to sell. A company that is not ready tends to end up with a lower price or a discussion that collapses halfway. Below we take the sale process in order, from the owner's point of view.
When should you decide to sell?
The decision to sell rarely comes from a single reason. Writing the reason down before you decide helps determine which buyer and which structure suit you.
- Succession: no one in the family can or wants to take over the business
- Partner exit: one or more shareholders want to convert their stake into cash
- Growth needs: the company needs capital, market access or capabilities for the next stage
- Sector consolidation: the market is consolidating and a strong buyer is showing interest
- Personal plans: the owner wants to retire or start a new venture
A good time to sell is when the company is performing well and the owner is not in a hurry. A seller who must sell gives up part of their negotiating power before talks begin.
Making the company ready to sell
A buyer purchases the future, but the value it places on the future depends on how credibly the past is presented. Preparation falls under four headings.
Financial reporting
Regular, auditable and consistent financial statements directly affect price. Explainable revenue and cost lines, personal expenses of the owner kept separate from the company and one-off items clearly identified all raise a buyer's confidence.
Governance and structure
Ownership structure, board resolutions, signing authorities and internal controls are the first things a buyer checks in due diligence. Corporate governance work done here is an investment that turns into price.
Dependence on the owner
If key customer relationships, suppliers or technical know-how sit only with the owner, a buyer sees a core risk. Strengthening the management team and spreading relationships across the organisation is among the most effective ways to add value.
Contracts and permits
Change-of-control and share transfer clauses in customer and supplier contracts, leases, licences and permits should be reviewed in advance. A restriction discovered mid-sale costs both time and price.
Valuation expectations versus the price achieved
An owner's expectation is often built on effort and personal attachment; a buyer's price rests on the cash the company will generate, its risk and the buyer's alternatives. The gap between the two views is where sales most often become tense.
For this reason the process begins with a valuation. Discounted cash flow, market multiples and asset-based approaches are weighed together to arrive at a realistic price range. Knowing the range tells you from the start where you can flex in negotiation and where you cannot.
Finding the right buyer: strategic or financial?
| Criterion | Strategic buyer | Financial buyer |
|---|---|---|
| Who | A company in the same or an adjacent sector | An investment fund or private equity investor |
| What it looks for | Market share, capability, synergy | Cash generation, growth potential, a sensible exit |
| Price tendency | May pay more because of synergies | Tied to return calculations, more disciplined |
| Management | Often integrates with its own team | May want existing management to stay |
| Watch for | If a competitor, extra care in sharing information | Exit plan and shareholders' agreement matter |
In a good process both groups are considered. The buyer list is built by sector, size, acquisition history and financing capacity. A competitive price is not enough on its own; how a buyer treats the company's culture and employees also weighs in the choice.
A confidential process: teaser, information memorandum and NDA
The biggest risk in a sale is the news spreading too early. To prevent this, information is released in stages and under control.
- Teaser: a short document that summarises the sector, scale and investment opportunity without naming the company
- Non-disclosure agreement (NDA): the interested party commits to using information only to evaluate the opportunity
- Information memorandum: a detailed document covering operations, financial results, customer and market structure and the growth plan
- Data room: an organised environment in which documents are shared under control for due diligence
Auction or negotiated sale?
In a controlled auction, several buyers are approached on the same timetable and offers are compared. Competition lifts price, but the process takes more preparation and management and carries a somewhat higher confidentiality risk.
In a negotiated sale you proceed with a single buyer, often with exclusivity. It is quieter and faster, but the owner cannot know whether more buyers were available in the market. The right choice depends on the structure of the company, the state of the sector and how much confidentiality matters. In some cases a hybrid approach with a limited group of buyers is more suitable.
Partial sale and bringing in a partner
A sale does not always mean leaving the company entirely. It is possible to keep a majority and bring in a minority investor, separate and sell a business line, or plan a phased exit. In these structures, management rights, veto powers, dividend policy and future exit provisions such as put and call options matter as much as price. These provisions are designed together with your legal adviser.
Selling a family business
In a family business, a sale is a family decision as much as a financial one. Shareholders' expectations, differences between generations and the founder's bond with the company make up the emotional side of the process. Separation of ownership and management, family governance rules and the valuation of each shareholder's stake should be settled before the sale begins. Otherwise a family dispute during buyer discussions erodes both price and trust.
After the sale: earn-out and transition
Closing is not the end of the process. If part of the price is an earn-out tied to performance, how results will be measured after closing matters. The owner's role as adviser or manager for a period, the handover to employees and customers, and obligations such as a non-compete should be set out clearly in the sale agreement from the start.
Common mistakes in selling a company
- Going to market unprepared: gaps in reporting and untidy contracts turn into price reduction requests.
- Anchoring price expectations to a single source: a figure heard in the sector is not your company's value.
- Running the process without confidentiality: employees or customers learning early puts discussions at risk.
- Entering exclusivity with one buyer too early: during exclusivity you cannot take other offers.
- The owner stepping back mid-process: the company's day-to-day performance must not slip during a sale, because a decline means a lower price.
- Leaving post-sale obligations for later: non-compete, transition and earn-out terms are part of the negotiation, not details.
What Hector does in a sale
- Clarifies the decision, expectations and alternatives with you
- Prepares the company for sale and points out reporting and governance gaps in advance
- Carries out a valuation and sets a realistic price range
- Identifies potential buyers, approaches them confidentially and prepares marketing documents
- Organises meetings, sets negotiation strategy and compares offers
- Coordinates with your legal and tax advisers to carry the process to closing
To discuss how to prepare your company for sale, contact us. The initial conversation is held in confidence.
Frequently asked questions
I want to sell my company. What should the first step be?
Clarify why you want to sell and what you expect from the sale: price, handover timeline, the future of employees and your own role afterwards all shape the choice of buyer. Then form an independent view of the company's current value and identify any gaps in sale readiness. Discussions with buyers begin after that preparation.
Is it possible to sell only part of a company?
Yes. You can sell a portion of the shares, separate and sell one business line, or bring a new partner into the company. The right structure depends on who keeps management control and how future exit options are arranged; the shareholders' agreement is especially important in such cases.
How do you find a buyer for a company?
Buyers fall into two groups: strategic buyers, such as companies in the sector, and financial buyers, such as investment funds. A list of potential buyers is prepared by sector, size and acquisition history, and first contact is made through a confidential teaser that does not name the company. Interested parties access detailed information only after signing an NDA.
When are employees and customers told about a sale?
The general rule is to disclose only as much as needed and as late as possible. When and how employees, customers and suppliers are informed is planned together with the buyer. Because early leaks can cause staff departures or customer hesitation, the communication plan is part of the process itself.
How is the price negotiated in a company sale?
Valuation gives a price range; in negotiation, not only the amount but also payment structure, deferred payments, performance-linked additional payments and contractual warranties form part of the price. Having more than one serious buyer significantly strengthens the seller's position, so building a competitive process directly affects price.
Is selling a family business different?
Yes, because the decision is not only financial; it also touches family balance. Differing expectations among shareholders, ownership and management that are not separated, and dependence on the founder are matters to resolve early. If they are not addressed in advance, they surface as problems in buyer discussions.
