Hiring a trustworthy and qualified industry advisor to navigate these steps will give you clarity, keep things moving, and put an advocate by your side. Here’s a list of 20 items you need to consider when you’re thinking about saying yes:

1. Bona fide offer. A competitor or pseudo buyer might test the waters by mentioning a soft number, just to see your reaction. You may be one of many being courted – or there may be no intention of a deal at all. Why? Because this is what’s known as a gambit. Your advisor can help you determine if this can lead to a serious offer.

2. Confidentiality. Don’t open your business and books to anyone who won’t sign your properly drafted non-disclosure agreement. Pay your attorney to write and execute an NDA that protects you and your situation. You may think a boilerplate agreement will suffice, but you may be leaving glaring places where an opportunist could walk away with your intellectual property or customer information. Your advisor and attorney should guide you on the tools used for confidentiality. If you have a few conversations with a friendly competitor, get something in writing before disclosing critical business information.

3. Terms. Price is only one element of an offer. Don’t get distracted by price when terms and enhancements also make up the offer package.

4. Do they have what it takes? As advisors we help you determine if an offer comes from someone who is ready, willing and able to buy your business. The word “able” is key. Buyers need cash, timing and the ability to make it all the way through the transaction. I see many wannabe buyers who severely overestimate their ability to acquire other businesses. Never accept an offer without researching this first.

5. Are they a good fit? Your gut should signal you if the buyer is someone worthy of entering into a major financial (and emotional) transaction. You want to sell to someone who is honorable and will do what’s promised. This boils down to the chemistry between the seller and the buyer – and it is paramount.

6. Their opinion is only that – their opinion. The price and terms a buyer offers is their opinion. They have weighed the market, reviewed the multiples, researched growth and future profit, and considered other factors. They have discounted where they think the price should be reduced. Your acceptance of their offer is an acceptance of their opinion. If you have a different opinion, then make a counter offer.

7. Multiples. Do not accept an offer without obtaining your own valuation. Multiples generally fall within a range, depending on whether your sector is in favor. In addition to your asking price, you should have strike prices in mind – from low (motivated seller) to high (ideal scenario) – so you can negotiate strategically. Your own research and valuation should support that range. Don’t get greedy, but don’t miss out on what you’re entitled to. There is an art to negotiations, and your advisor should guide you.

8. Enhancements. There are traditional elements to an offer, but anything can be used to sweeten the deal. As a seller, you don’t want to throw unnecessary obstacles in the way, but this is the time to nail down any special terms in writing, not after closing.

9. Timing. You may need to close by a certain date for financial, personal or tax reasons. If so, can your buyer meet this requirement? If the buyer has deadlines, does that work on your side? Remember, doing nothing sends a message to the buyer that you don’t care or have changed your mind. Doing nothing kills deals – and can kill businesses – so talk to your advisor about the all-important timing element.

10. Bidding wars. Sellers fantasize that a rabid group of buyers will fight each other to be the winning buyer. If this sounds like how you’d like to exit your business, factor in the time it will take and the emotions it may generate. Your original buyer could walk away during this time. Or another seller could catch their eye. We find that the original offer is frequently the best one. The risk in an auction situation is that you will stay on the market too long – or get tossed back by a disgruntled buyer.

11. Your people. No matter what the buyer states about what will happen to your employees after closing, it’s all subject to the laws of your state and the intent of your buyer. Reread #5 if your goal is to have your employees treated well after your departure.

12. Your name and legacy. Is it important to perpetuate your business name, location or your standing in the community? If so, then get clear on that before you ever put your business on the market. Not every buyer – even with the best heart – wants to continue in the same way you ran your business. Many buyers have an existing business name or are part of a larger structure that will become the new identity and culture. This type of buyer will have its own reputation, and that’s a consideration as well. Is theirs a name you want to be associated with?

13. Ethics. Your integrity as the seller is as important as that of the buyer. This is not the time to sacrifice your principles for a few extra dollars. Think about how you want to leave your business, especially if this is the culmination of your life’s work. Integrity matters.

14. Keep your cool. From the moment you get a legit offer until successful closing, there will be times when things seem out of control. You must stay disciplined, manage your time, communicate proactively, and lean on your advisor. Rise above feelings of frustration and keep the finish line in mind.

15. Tell your people. At some point, you will have to communicate the sale to your people. I advise against telling everyone at the same time. Many employees (even those at the top of the organizational chart) view a business sale as a threatening and unstable time. Key people may jump ship, even if they have assurances there will be a place for them in the new organization. Inform essential people first, and then have a plan for how others will be notified. You don’t want the rumor mill undermining your ability to bring the deal to fruition.

16. View negotiations as a process. Negotiations are not like in the movies, where you hash things out at the last minute before signing the paperwork. There is a give and take to negotiations with many nuances, and most of it happens long before the formality of closing. Don’t assume the worst, but don’t overlook signals.

17. “Leave something on the table for the other guy.” My father, Carlo LaManna, says this, and it applies to business and life. Negotiations involve compromise, excitement about the future, dreaming about the possibilities, and the lingering flavor of the deal – long after everything is done. A win-win approach will get you to the finish line and leave a sweeter taste afterward.

18. Maintain operations. From the time you entertain a serious offer until the time you successfully close, you absolutely must focus on the operation of your business. You are still the captain of the ship, and you cannot let it run aground while you are trying to close the deal. Pay attention!

19. Due diligence. Your buyer will have a list of items you need to do or provide. There is a timeline on the buyer’s side and a cast of characters you may have to interact with. You may not like some of the people you have to talk to, but stay the course. There may be extra urgency if they have a window of time to access funds. I tell sellers to chip away at the list, don’t take things personally, and keep finishing items promptly so the buyer has time to review them.

20. Your exit. You will be remembered for how you exited the business. If you intend to leave a strong legacy and be known as a class act, keep this in mind throughout the process.

Now you know what to consider when you’re thinking about saying yes to an offer. If you’d like to sell your business in the next three years, it’s time to bring an advisor into your confidence. It’s not too early to plan your sale. That way you don’t have to ask, “What now?” but instead can answer, “Why not!”


Rock LaManna is The Deal Flow Guy. He helps qualified buyers and investors find businesses that are ready for acquisition or transition. On the sell side, he helps owners improve their businesses, increase value, and position strategically in anticipation of sale, exit or succession. Sign up for his newsletter at TheDealFlowGuy.com.