Selling a company is part paperwork, part strategy and part timing. This checklist is a practical, high-level guide designed to support early organization, a smoother diligence process and stronger momentum once buyers engage. It can be used as an overall readiness list to track progress, assign owners and revisit priorities as the deal structure and process (auction vs. one-on-one) becomes clearer.
Best Practices to Maximize Value Prior to Sale
When a seller contemplates a sale of the business, in whole or in part, the objective should be to maximize value by presenting potential buyers with complete and accurate documentation during due diligence, complying with applicable legal requirements and generally accepted accounting principles and establishing standard practices for business contracts. Accordingly, a prospective seller should consider taking the following actions well in advance of any anticipated sale process:
1) Documentation:
Maintain complete and accurate books and records relating to the business and its operations. The availability of organized, current and reliable documentation can make a buyer’s due diligence process more efficient while reducing the likelihood of supplemental information requests. The following items are commonly reviewed during due diligence:
- Organizational and governance documents
- Up-to-date capitalization/equity holder information
- Material contracts and agreements (customers, suppliers, financing, licenses, IP, prior transactions and other key arrangements)
- Documentation of core business operations and standard practices
- Employee and benefits materials (handbooks, plan documents, complaints/investigations and related records)
- Marketing and strategy materials (market dynamics, competitors and the go-forward plan)
- Materials related to disputes (pleadings, settlement agreements, arbitration documents and similar)
2) Accounting:
Align financials with applicable standards (for example, GAAP in the U.S.) and use the same metrics your industry expects. Clean, consistent reporting speeds diligence and helps avoid “dueling models” between buyer and seller.
3) Contracts:
When possible, use consistent templates, playbooks and approval steps. Standard terms are faster to review, easier to comply with day-to-day and reduce the risk of a surprise breach showing up late.
4) Compliance:
Confirm compliance with applicable federal, state, local and where relevant, foreign requirements. Common diligence focus areas include labor and employment, environmental matters, anti-corruption (FCPA) and financial controls (including Sarbanes-Oxley for applicable businesses).
Preparing for the Sale Process (Auction or Negotiated)
Once a transaction is being explored, one of the most important steps is putting the right team in place early. As M&A advisors, Windham Brannon can help clarify value, identify the appropriate structure and coordinate with legal counsel and advisors to reduce avoidable delays. The steps below illustrate the typical process, so the fundamentals are clear before the sale is fully underway.
Go-to-market checklist
- Engage Windham Brannon as your M&A advisor and align on scope, timeline and success fees through an engagement letter.
- Work with advisors to value the business (sales, profitability, fundamentals, customer base, outlook and current market/industry conditions).
- Pressure-test value drivers: consider whether targeted investments or restructuring could materially improve valuation.
- Decide whether (and when) to proceed with a sale process.
- Engage legal counsel and other outside experts (accounting, tax and any industry specialists).
- Confirm preferred transaction structure (asset sale, stock sale, merger) with input from bankers, tax advisors and counsel.
- Choose your process: competitive auction vs. negotiated (one-on-one) sale.
- Build an internal deal team and assign clear owners for diligence, finance, operations, HR and IT.
- Draft a preliminary diligence request list and index (so the team is not reinventing it under deadline).
- Set up a virtual data room (or physical, if needed) and decide what highly sensitive items should be staged later or redacted early.
- Collect, clean up and upload responsive documents; confirm records are complete and current.
- Prepare financial statements and, if needed, pro formas and GAAP reconciliations.
- Have bankers and counsel review diligence materials to support reps & warranties and draft disclosure schedules.
- Identify required regulatory and third-party consents/approvals needed to close.
- Create marketing materials (teaser, CIM, management presentation).
- Build an initial buyer list (strategics and/or financial sponsors).
- Draft (and approve) a form NDA to use consistently with prospective buyers.
- Prepare or review disclosure schedules early, these take longer than most teams expect.
- Set up a streamlined process to track and respond to diligence questions (intake, assignments, turnaround times and version control).
Key Takeaways for a Well-Prepared Sale Process:
If there is one key takeaway from this checklist, it is this: the smoothest deals are the ones where diligence is organized, answers are consistent and nothing critical is discovered at the eleventh hour. Starting early, maintaining clear accountability and updating materials as the process evolves can make a meaningful difference. And when there is uncertainty about whether something matters, it is usually best to assume that it does and flag it for M&A, legal and tax advisors so it can be addressed on the company’s timeline rather than a buyer’s.
How Windham Brannon Can Help
A successful business sale requires significant foresight and comprehensive planning. Windham Brannon’s Sell-Side Advisory professionals can help guide sellers through the sale process from beginning to end. Whether the sale process is already underway or is only being contemplated, reach out to Rodrigo Visbal or your Windham Brannon advisor today.
