Before exclusivity: what to clarify
Signing a letter of intent with exclusivity changes the balance of the discussion. Exclusivity can restrict your discussions with other buyers, depending on the scope and duration agreed. Those terms are negotiated before you commit, as are the key points of the deal.
- What you are selling: all of the company, a majority, or only part of it.
- What you want: a price, but also a timetable, a role after the sale, a future for your team.
- What the buyer is really offering: price, amount paid at completion, earn-out, conditions precedent.
- How long exclusivity lasts and what happens when it ends.
Testing the buyer and the offer
An offer is only worth something if it can be completed. It helps to know how the buyer will fund the deal, what approvals it needs, what it expects from due diligence and who makes the decision on its side. A high offer with many conditions can be weaker than a lower one that is properly funded.
Negotiating terms, not just price
Price is only one part of the deal. Payment terms, the warranties requested, how long you stay on, non-compete clauses and how price adjustments are handled can significantly change what you receive and what you commit to. Our article Headline price versus cash received covers these points.
Time is also negotiable. A short exclusivity period, a clear timetable and dated milestones reduce the risk of a discussion that drags on and ends in a late renegotiation.
Assess alternatives before committing
Before granting exclusivity, it is worth checking whether other credible counterparties might be interested, and on what terms. It is also worth weighing the option every owner has: continuing to grow the business and deferring the transaction.
Where the offer on the table is the most suitable, the effort goes into its terms. You then negotiate from your actual options and priorities: price, amount paid at completion, timing, your role after the sale.
Coordinating the timetable and advisers
Once agreement in principle is reached come due diligence, the share purchase agreement and completion. Your lawyer and accountant play a central role. The financial adviser coordinates the timetable, handles buyer requests, tracks open points and makes sure the documentation reflects what was negotiated.
What the adviser really contributes
An adviser gives you clearer decisions, negotiated terms you understand, and continuous coordination through to completion.
To find out how we work, see Selling your business.