Top 10 M&A dealbreakers: #3 and #4

Lack of preparation

Make sure your key members of staff are properly locked in and incentivised – and with properly-documented bonuses or share options, not with vague promises. Make sure your contracts with key customers, clients and suppliers are up-to-date, signed, and readily to hand, and not due to be renewed or renegotiated in six months time. If you rely on intellectual property such as licences, trademarks, or proprietary software/code, make sure you can document your ownership and that the documentation is watertight. If any of this means re-writing legal agreements, much better to do so in advance of a sale process than when you’re simultaneously negotiating a high-stakes transaction. Good advisers know the questions purchasers will ask, and can help make sure you’re ready to address them.


Some of these are beyond your control – genuine surprises – but others aren’t. Don’t drop bombshells without laying the groundwork.

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