Selling a Business? Be Aware of These Four Potential Issues

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 772 words

Four issues cause more delay in private company sales than almost anything else: underestimating how long the sale takes, the owner trying to run both the company and the deal alone, minority owners who must approve the sale, and an owner fixed on one price. Each one is predictable, and each has a straightforward remedy if you deal with it before buyers arrive.

1. The sale takes longer than you think

From signing with an advisor to funds wired, most sales take three to nine months, and some take longer. Before a single buyer sees the company, the financials must be recast (restated to show true earnings once one-time and owner-specific items are removed), a confidential marketing package written and buyers screened. Then buyers need time to review, meet you and make offers, and due diligence adds weeks more.

The remedy is to start the paperwork early. When your statements reconcile with your tax returns and your contracts sit in one place, every stage moves faster, and you look like the well-run company you are. It also helps to decide what you will not do while the sale is under way: no new acquisitions, no major system changes, no senior hires without discussion. Surprises inside the company complicate the picture buyers are reviewing.

2. Trying to do everything yourself

Founders are used to making every decision. During a sale that habit becomes a bottleneck. You cannot answer buyer questions, sit in meetings and still give customers and staff the attention they expect. Something slips, and buyers notice. Delegating also protects the company if the sale takes longer than planned.

Hand the daily operation to your strongest managers well before the sale starts. Bring one or two trusted leaders into the process when the time is right, under a confidentiality agreement and, where it makes sense, with a stay bonus tied to closing. They often know more about competitors, customers and likely acquirers than you expect, and buyers value a team that can run without the owner. Building a management team before selling covers this in detail.

3. Minority owners must be on board

If other people own even a small share, they usually have a say. Depending on your company agreement or shareholder agreement, selling the whole company may require their vote, their signature or both. Relatives who inherited shares, early employees with equity and silent investors can each want something different: one wants cash now, another wants the company to stay in the family, a third thinks the price is too low.

Read your governing documents with your transaction attorney before marketing starts. Look for approval thresholds, rights of first refusal and drag-along or tag-along clauses, which let a majority require the others to sell, or let minority owners join a sale, on the same terms. Talk to the other owners early, agree on goals, and consider an independent valuation if the price is likely to be disputed. Where family is involved, a meeting led by a neutral attorney or advisor often goes better than one led by the owner.

4. Holding on to one number

Owners often fix on a price and turn down anything below it without reading the rest of the offer. Structure can matter as much as the headline: how much is cash at closing, how much is a seller note or an earnout (future payments that depend on the company hitting targets), what working capital must stay in the business and what you must promise in the purchase agreement.

Anchors are also set by the first number anyone says out loud. Let the market speak first: a well-run process produces offers from several buyers, and the best of them, judged on terms as well as price, becomes the real benchmark.

A lower headline with more cash at closing can leave you better off than a higher one full of conditions. How to compare offers shows how to line them up on what you actually keep.

How MDR & Associates keeps these issues from stalling a sale

We prepare the financial recast, marketing package and HD video ourselves, so your time goes into running the company. Our VP of Client Engagement is your main contact during marketing, and a principal of the firm is in every negotiation. Because we negotiate several letters of intent at the same time, you see real alternatives rather than one number to accept or reject. If one of these issues is already present, tell us in the first meeting; each is far easier to handle before buyers are involved. Read about our ten-step process, or contact us for a confidential first meeting.

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Questions owners ask next

Can I sell if a minority owner refuses to agree?

Sometimes. It depends on your governing documents. A drag-along clause may let majority owners require the minority to sell on the same terms; without one, a buyer may purchase only the majority stake or walk away. Your transaction attorney should review this before the company goes to market.

Should my managers know about the sale before buyers visit?

Usually one or two key leaders are told before site visits, under a confidentiality agreement, because buyers will want to meet them. Wider announcements wait until closing or shortly before. A stay bonus paid at or after closing helps keep those managers committed through the process.