1. Due diligence surprises
Identify documentation issues early. Matters discovered late can affect both the terms and the willingness to proceed.
2. Valuation misunderstandings
Establish a shared understanding of the offer. Distinguish business value from payment for the shares, and clarify debt, cash and working capital treatment.
3. Unclear roles and agendas
Clarify decision-making, each adviser’s remit and what each owner wants to achieve. Discuss different expectations before they become a negotiation obstacle.
4. Time pressure and stress
Allow time for preparation, review and negotiation. The timetable should reflect what is needed for informed decisions.
5. Legal uncertainty in the structure
Examine which assets, contracts and entities are included. Unclear rights and dependencies need attention before completion.
