By Pedro Seidenthal | September 29, 2026
Key takeaways
- 1
Value is not just price
Timing, holdbacks, guarantees, adjustments and liabilities can significantly change what the seller actually receives.
- 2
Preparation starts with the shareholders
In family businesses, understanding what each shareholder wants, and why, prevents conflict once an offer is on the table.
- 3
Reliable numbers preserve value
Organized information shortens due diligence. Problems discovered late tend to reopen the discussion on price and terms.
- 4
Preparing may lead to the decision to wait
Postponing a sale to resolve known risks can be better than pressing ahead with a fragile deal.
- 5
Real alternatives improve the negotiation
Having the right buyers, and building and defending that path, is at the core of the advisor's work.
Anyone who has built a company has spent a lifetime negotiating with customers, suppliers, banks, employees and partners, often alone. It is natural to imagine that selling a stake is just a bigger negotiation, with more money involved and more lawyers at the table. That is not quite the case.
An M&A transaction has its own dynamics. Price draws the most attention, but it tells only part of the story built throughout the process. Part of the payment may be held back for several years. Another portion may depend on the company's future performance. There may also be post-closing debt and working capital adjustments, guarantees covering contingencies, liabilities that remain with the seller and restrictions on what the seller can do after the sale.
Some of these points appear in the initial offer. Others take shape during due diligence and contract negotiation. Taken together, they can change the outcome of the deal considerably.
For many entrepreneurs, this will be the first and perhaps only company sale of their lives. There should be no room for improvisation. On the other side of the table are usually people who take part in these negotiations frequently. The advisor helps balance that difference in experience. And the work starts before a buyer exists.
Part of the confusion comes from treating the financial advisor as a broker. The advisor's job is not just to bring two parties together. It is to build the path toward a transaction consistent with the client's objectives and to defend each point with technique, rigor and experience.
Preparation starts with the shareholders
Before discussing price, it is necessary to understand what each shareholder expects from the transaction. In a family business, rarely does everyone want the same thing. One partner may want to sell everything and leave. Another may prefer to sell only part and stay in management. The founder may be concerned about the company's name, the employees or room for the next generation. Other family members may seek liquidity or wealth security.
Each objective can lead to a different transaction. It can change the buyer profile, the stake to be sold, the family's role after the sale and even the form of payment. The problem is discovering these differences once the process has started and an offer is on the table. At that point, disagreement among shareholders can halt months of work.
That is why good preparation starts with conversations that are not always easy. It is necessary to understand what each person wants, why, and which conditions they consider essential. These answers directly shape the deal structure. In some cases, the conclusion is simple: the family is not yet ready to sell. Knowing that in advance is also a good result.
Reliable numbers change the conversation
Organized financial information is what allows a buyer to understand the company and trust the story being presented. Problems begin when a revenue breakdown by customer takes weeks to produce, when the cash reconciliation does not tie out, or when the EBITDA used in the valuation does not withstand closer scrutiny.
This can happen because revenues and expenses carry some degree of informality, often without the owner being aware of the risk. It can also happen because one-off revenue was treated as recurring, a key contract no longer exists, or working capital needs differ from what the accounts initially showed.
Each discovery raises a new question, and each question can reopen the discussion on price, timing and payment terms. When numbers are prepared in a rush, due diligence reveals problems that should have been identified earlier. When the company arrives organized, due diligence tends to confirm what was presented. That difference preserves value and can shorten the process.
Preparing also means knowing when to wait
Not every company is ready to be sold. Preparation exists precisely to find this out while there is still time to choose what to do. A relevant tax or labor contingency may surface that was not on the company's radar, which is more common than it seems. A significant margin decline may also appear once the company's numbers are adjusted.
When that happens, pressing ahead is not always the best decision. Sometimes another structure works. In other situations, it is worth postponing the sale, fixing the main issues and returning to market later. It may also be necessary to seek a different buyer profile or conclude that a sale is not the best alternative for the family at that moment. A good advisor must be independent enough to say so, even when the recommendation is to stop the process.
Your neighbor's multiple does not set your company's value
It is common to hear that a company in the same sector sold for a certain EBITDA multiple. That can serve as a reference, but it does not determine the value of another business. Companies that look similar on paper can be very different up close.
Value depends on growth capacity, return on invested capital, predictability of results, cash generation, customer concentration, quality of management and the risks the buyer will assume. It also depends on who is buying. A group that can increase sales, cut costs or enter a new market through the acquisition may see value that other buyers do not. That is why two companies in the same sector with similar revenue can receive very different offers.
The advisor's role is to help the owner understand what the market tends to recognize in their company, before conversations with buyers begin. Anyone who enters a negotiation anchored to another company's multiple risks turning down a good offer for the wrong reasons.
Having alternatives improves the negotiation
A company loses negotiating power when it talks only to the first buyer that shows up. With a single bidder, the buyer tends to control the pace. If it asks for a price cut, an additional guarantee or a longer timeline, the seller has little reference to judge whether the request is reasonable and few alternatives if it declines.
When other genuinely interested buyers exist, the dynamics change. Price can be compared and each bidder must show why its offer is better. The difference is not only in value. It can appear in payment terms, guarantees, time to close, shareholders' autonomy and their role after the sale.
This does not mean approaching as many companies as possible. Exposing the business indiscriminately can create noise and compromise confidentiality. What matters is identifying the right buyers and running the conversations in an organized way. Buyers compare opportunities and choose where to spend time and money. A disorganized company can lose ground before it even receives an offer.
Each buyer sees the company differently
Different buyers look for different things. A fund usually looks at growth, team capability, expected return and future exit options. A strategic group may place more weight on synergies, entry into new markets, access to customers or cost reduction.
A consolidator may want to use the company as a platform for further acquisitions. A family-owned buyer may value continuity of brand and culture. An international group may seek local presence, distribution capacity or regulatory knowledge. These differences affect value, due diligence, decision timelines and the structure of the offer.
Knowing the buyer means understanding who has concrete reasons to be interested in the company and which attributes will matter most to each bidder. It also means knowing whether that group is truly willing and prepared to make an acquisition at that time. A list of names can be built with data. Knowing how to approach each buyer and what lies behind their interest requires experience and relationships.
The result is not measured only on signing day
The highest price in the offer is only part of a good advisor's work. The advisor helps the owner understand how much they will receive, when, and which risks they will continue to bear. They identify problems before the buyer does, notice misalignment among shareholders and guide the family when it is not yet time to sell. And they create alternatives so the seller is not dependent on a single offer.
The result of that work does not always show on signing day. It shows later, when the negotiated terms are fulfilled, holdbacks are released, disputes anticipated in the contracts do not turn into litigation, and the family remains confident in the decision it made.
In the sale of a company, price is the most visible part. The value lies in everything done to get there.