Selling Your Company? Here’s a Legal Checklist

by Scott Edward Walker on May 27th, 2020

I’ve been handling M&A transactions for 20+ years, including nearly eight years at two major New York City law firms.  During that period, I have seen numerous significant mistakes made by founders and entrepreneurs in the context of selling their company.  Accordingly, I thought it would be helpful to provide a checklist of key issues, which includes links to prior posts for a more detailed discussion.  If you have any questions, please ping me at .   

1. Execute a confidentiality agreement with each potential buyer (see mistake #1 here and this post here).

2. Create a competitive environment or the perception of one (see tip #1 here and mistake #1 here).

3. Discuss the necessity of an investment banker with legal counsel (see this post here and tip #7 here).

4. Diligence the potential buyers (see tip #1 here and tip #1 here).

5. Watch-out for financial, as opposed to strategic, buyers (see this post here).

6. Negotiate a letter of intent which addresses all material issues (see mistake #2 here and post here).

7. Cap your liability at 10-20% of the purchase price (see tip #2 here).

8. Push for a large, broad “basket” (see tip #7 here).

9. Require the buyer to pay a reverse termination fee (see mistake #3 here and tip #10 here).

10. Include a non-reliance provision in the acquisition agreement (see tip #3 here).