Six Points for Sellers to Settle Before the Company Goes to Market

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 793 words

Most sales that stall do so because of things the owner could have settled at the start: how the advisor was chosen, who already knows the company might be for sale, how fast calls get returned, how complete the documents are, and whether the lawyers are working to close. None of these is about price, and every one of them affects it.

Below are six points to agree with your advisor before any buyer sees your company, and what a good answer to each looks like.

1. Decide how you will choose the advisor, and tell each firm

Owners often interview two or three firms without telling any of them what the decision rests on. Say it in the first meeting. If what matters most to you is confidentiality, experience in your industry, a senior person at the negotiating table or the fee structure, each firm can then answer your real concern instead of delivering a standard presentation.

Ask to see how the firm would present your company, who would do the daily work, and how it screens buyers before they learn your name. Our list of questions to ask an M&A advisor before hiring covers the rest.

2. Name every party that has ever shown interest

A competitor who asked about buying you years ago, a supplier who hinted at it over lunch, a private equity firm that sent a letter: all of them belong on the list you give your advisor. Old interest is still a lead, and a party that has already studied your company is often the quickest to make a serious offer.

Handing over those names does not mean anyone calls them tomorrow. A good advisor approaches them in a sensible order, under a confidentiality agreement, alongside the new buyers it brings. That stops one familiar party from setting the price simply because it came first.

3 and 4. Agree on response times and on who writes what

A sale runs on momentum. When a buyer's question sits unanswered for a week, the buyer starts to wonder what is being hidden. Agree at the outset how quickly each side returns calls and emails, and who speaks for you when you are away. If you want a trusted controller or CFO to handle document requests, name that person early.

The offering document, often called a confidential information memorandum, is written by your advisor, but several sections depend on knowledge only you have. Our guide to what goes in a confidential information memorandum shows the full structure. Expect to contribute these parts yourself:

• Competitors, named honestly, with what they do better and worse than you.
• Your advantages and your weak spots. Buyers will find the weak spots anyway; it is better that they read them from you first.
• Where growth could come from, such as new territories, services, customers or pricing.
• Open issues, such as a pending lawsuit, an environmental question on a property, or a large contract coming up for renewal.

5. Have the financial records a buyer will ask for

Last year's tax return is only the start. Expect a buyer to ask for three years of financial statements that reconcile to your tax returns, current year-to-date figures and a reasoned forecast for the coming year. Monthly statements help, because they show seasonality and the most recent trend.

Many private companies in the $3 million to $100 million revenue range sell without audited statements, because buyers commission their own accounting review. What matters more is that the books are clean, consistent and kept on an accrual basis, and that every adjustment to earnings has documents behind it. A review done on your side in advance lets you find the problems before a buyer does.

6. Make sure your lawyer is there to close the deal

Hire a transaction attorney who handles company sales regularly, not a general practitioner or a litigator. Most do excellent work. The warning sign is a lawyer who reopens business points you already agreed, or who treats every draft as a contest to win. Tell your attorney plainly that the goal is a closed sale on protective terms. If the tone does not change, replacing counsel is a reasonable step.

How MDR & Associates works through these points

Our first meeting with an owner is a free, confidential discovery conversation, and these six points are part of it. We ask for the names of anyone who has approached you, set up the document process with your CPA, and agree on who speaks for the company. A principal of the firm is in every negotiation, and a VP of Client Engagement is your main contact while the company is marketed. You can read the ten steps we follow or begin with a free valuation snapshot.

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Questions owners ask next

Should I tell my advisor about a buyer I would rather not sell to?

Yes. Tell your advisor who the party is and why you have concerns, whether it is a competitor you distrust or someone you suspect is only fishing for information. The advisor can leave that party out, or approach it later on tighter confidentiality terms, but only if the name is known.

Do I need audited financial statements to sell my company?

Usually not. Many private companies sell on reviewed or carefully kept internal statements, with the buyer paying for its own accounting review. What you do need is three years of records that reconcile to your tax returns and documented support for every adjustment you make to earnings.

How often should my advisor update me during the sale?

Agree on a rhythm at the start. Many owners want a short weekly update while buyers are reviewing the company, plus a same-day call whenever an offer, a difficult request or a problem arrives. What matters is that nothing important waits for the next scheduled call.