Thinking About Selling Your Business? Here’s Where to Start
For most, it’s a once-in-a-lifetime event. Decisions made months before a transaction are difficult to undo once the ink dries. The owners who navigate this well treat the sale as the intersection of two goals: personal and business. Separating the two and then finding where they overlap is the most useful starting point.
The Personal Side of Selling a Business
Before hiring a banker or building a data room, owners need clarity on four key areas: estate planning, legacy, liquidity, and philanthropy.
Estate planning should be considered well before a letter of intent is signed, since many strategies lose effectiveness once a deal is priced. A sale is a highly tax-efficient strategy to move wealth to the next generation.
Legacy matters as much to many owners as price. Some want to preserve the organization’s name and culture, while others are comfortable seeing it absorbed into a larger platform. Identifying preference early avoids a painful surprise when a buyer’s integration plans surface late in negotiations.
“Few owners want to sell 100% and walk away with cash sitting idle,” Cory Markling said, EisnerAmper Partner and its Private Equity Deal Services Leader. “The sooner they answer what life after the sale should look like, the better positioned they are to negotiate.”
Questions worth answering in advance:
- How much liquidity is needed to fund the next chapter
- Whether rolling equity into the new ownership structure makes sense
- How much risk remains after decades of net worth concentrated in one company
A wealth projection with a financial planner, modeling spending needs and investment returns against expected proceeds, turns this into a grounded decision rather than a guess and often reveals whether a full exit or a partial sale is best. For owners with charitable intent, vehicles such as donor-advised funds or charitable remainder trusts can reduce the tax bill on a sale and create a lasting giving vehicle, but, as with estate planning, this needs to be structured before a deal is signed.
The Business Side: Decisions That Shape the Outcome
Once personal priorities are clear, the focus shifts to deal mechanics.
The headline purchase price is rarely what an owner keeps. Deal structure—entity type, stock versus asset sale, and the allocation of purchase price across asset classes—drives the after-tax result; tax treatment can vary widely by structure and timing. Modeling several structures and involving tax counsel well before a letter of intent preserves options that often disappear once terms are set.
Preparation matters just as much. The right investment banker depends on the company’s size, industry, or the buyer or owner an owner hopes to attract. Some bankers focus on strategic buyers, others on private equity. It’s recommended to reference past deals in the owner’s industry.
A quality of earnings report is the document most buyers rely on before going to market. It helps owners identify and remediate issues before diligence, build credibility, and reduce the odds of price erosion later.
Finally, price is only one variable in choosing a buyer. Private equity may offer speed and a second payout through rollover equity. A strategic buyer may pay a premium but bring more integration risk. A family office or ESOP may prioritize continuity over price. Matching the buyer type to what matters most—legacy, employee retention, or price—closes the loop back to the personal goals that started the process.
Bringing It Together with EisnerAmper
The best outcomes happen when personal and business considerations are addressed in parallel, not in sequence. At EisnerAmper, our team helps owners navigate the sale by strategically evaluating both personal and business aspects so that owners can move forward with confidence. Looking to sell? Contact us today.