Agreeing the deal.
WHAT IS NEGOTIABLE BESIDES PRICE
Payment timing and structure What is included Warranties and protections The seller's continuing involvement Restrictions on the seller competing Completion timing
WHY STRUCTURE MATTERS AS MUCH AS PRICE
Deferred payment reduces risk substantially.
WHAT DEFERRED STRUCTURES EXIST
Payment in instalments Payment contingent on performance after completion A retention held against warranty claims
WHY PERFORMANCE-LINKED PAYMENT HELPS BOTH PARTIES
It bridges disagreement about whether profits will continue.
WHAT TO ESTABLISH
Precisely how any contingent payment is calculated and measured.
WHY PRECISELY
It is the commonest source of post-completion dispute.
WHAT TO AVOID
Contingent payments dependent on things you control.
WHY
Sellers reasonably object when the buyer can affect the outcome.
WHAT A RETENTION PROVIDES
Funds available if warranties prove untrue.
WHAT TO ESTABLISH
Amount, period and how it is released.
WHAT TO NEGOTIATE ABOUT THE SELLER
A handover period, and what it involves Restrictions on competing and approaching customers and staff Introductions to customers and suppliers
WHY THE HANDOVER MATTERS
It transfers relationships and knowledge that cannot be documented.
HOW LONG
Long enough to transfer what matters.
WHAT TO ESTABLISH
What the seller is actually required to do, specified.
WHY
Vague handover commitments are not performed.
WHAT TO BE PREPARED TO DO
Walk away.
WHY
It is the only real negotiating position, and buyers who cannot are exploited.
