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INSIGHTS / M&A

The best time to prepare for a sale is before the buyer asks.

A little preparation can keep a promising transaction from becoming an exercise in finding missing records.

Make the company easy to diligence

A buyer will want to connect the story of your business to its records. Signed customer and vendor agreements, financing documents, employee arrangements, and reliable financial information help that process.

Equity deserves particular attention. Stock issuances and grants should tie back to their approvals and executed documents.

Look for dependencies early

Material contracts may contain assignment or change-of-control provisions. Investor documents may include consent or notice rights. Intellectual property records should establish ownership or the right to use the assets the business depends on.

Identifying these issues before a timetable tightens gives the transaction team more room to plan.

Give preparation an owner

Appoint one internal coordinator. Ask legal and finance to build a short, prioritized list of gaps, with an owner for each item. Organize a data room around the questions a buyer is likely to ask.

The aim is not a perfect archive. It is a business that can explain and support what it is selling.

Further reading

Cooley GO — Preparing for an M&A exit ↗

General information, not legal advice. The right approach depends on your company, your documents, and your circumstances.

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