How a transaction is sequenced
Mergers and acquisitions work follows a recognizable order: confidentiality arrangements, a letter of intent or term sheet setting price and structure, diligence, negotiation of the definitive agreement and disclosure schedules, consents and any required filings, then closing and the post-closing items. The letter of intent is usually not binding on price, yet it sets expectations that are hard to move later, and it often does bind the parties on exclusivity and confidentiality. Structure matters too, since an asset purchase, an equity purchase, and a merger differ in what transfers, what liabilities follow, and which third-party consents are needed. That choice is better made with your accountants involved.
Preparing to sell
Sellers are usually in a stronger position when the preparation happens before a buyer is in the room: corporate records and ownership history complete, material contracts collected and read for change-of-control provisions, employment and contractor arrangements documented, intellectual property properly assigned to the company, and financials your accountant can stand behind. Most of that is ordinary housekeeping, and it simply has to be done before someone else reads the file. Gaps found during diligence tend to reappear as price adjustments, escrow, or indemnity obligations. Decide early who inside the company knows about the process and keep that circle small until it genuinely needs to widen.
Buying, and what comes after
For a buyer, diligence is not only about finding problems; it shapes the representations, the closing conditions, and what protection the agreement gives you afterward. Pay attention to what is being bought and what is being left behind, to consents that could delay a closing, and to the people whose continued involvement the value depends on. Post-closing items such as adjustments, escrow releases, integration of contracts and systems, and required notices need an owner before everyone moves on to the next thing. We will walk you through the timetable so you know what each stage asks of your team.
