Most founders meet an M&A advisor six months before they want to sell. Sometimes three. Occasionally on the day they've received an unsolicited offer and have no idea what to do with it.
By that point, most of what determines the outcome has already been decided.
The deal you get isn't built in the negotiation. It's built in the 18 months before anyone in the room knows there's going to be a negotiation. The visible work, the LOI, the diligence, the final number, all of it sits on top of preparation that either happened or didn't. When it didn't, the discounts started. And they compound quickly.
This is the work most founders never do. Not because they don't care about the outcome. Because nobody told them it needed to start this early.
Clean financials, three years deep
Buyers want 36 months of accounts. Not 12. The reason is straightforward: one year shows you can have a good year. Three years shows you have a business.
Clean is doing a lot of work in that sentence.
It means revenue recognition is consistent across the full period — not adjusted mid-stream to make a number look better in the year you decide to sell. It means founder add-backs that will actually survive a buyer's scrutiny, not the optimistic list that gets handed to advisors and then quietly cut by 60% in diligence. It means management accounts that reconcile to the statutory accounts without a month of reconstruction. It means you can produce a monthly P&L on request without three weeks of cleanup first.
If your finance function is currently one part-time bookkeeper and a founder doing the year-end with the accountant, none of this is impossible. But it takes time to build and that time has to start before the buyer asks for it.
A Quality of Earnings report, run on yourself first
The QoE is the diligence document the buyer commissions to stress-test your numbers. It strips out one-offs, normalises owner compensation, adjusts working capital, and lands on an adjusted EBITDA figure that often looks meaningfully different from the one you put on the teaser.
Most founders meet their first QoE in week three of diligence. By then it's too late to fix what it finds.
The smarter move is to commission one yourself, 12 to 18 months before going to market. You see your business through the same lens a buyer will. You find the surprises early — when there's still time to restructure a client contract, change a recognition policy, or address a margin issue before it becomes a negotiating point. And when the buyer's QoE arrives, it confirms your numbers rather than challenging them.
The cost of running one on yourself is a fraction of the cost of finding out the hard way in the middle of a live process.
Legal foundations that match the current business
Most agency shareholder agreements were drafted in year one. The business has changed considerably since then. The agreement usually hasn't.
This becomes an issue at exactly the wrong moment.
Drag along rights that don't cover a recent share issue. Tag along rights that give a minority holder more leverage than the founder remembers signing away. Vesting schedules on early co-founder shares that were never properly enforced. EMI options that were granted but never formally documented. IP assignments from contractors that were never executed.
None of these are deal breakers if they surface at month minus 18. All of them become deal breakers if they surface at month plus two, when the buyer's lawyers find them first and the clock is already running.
The fix is a thorough legal review of the cap table, the shareholder agreement, all option grants, all IP assignments, and all material commercial contracts. Not because anything is necessarily wrong. Because finding out is the work — and doing it on your own timeline is significantly cheaper and less stressful than doing it under diligence pressure.
Documentation of how the business actually runs
Buyers don't pay full multiples for revenue that depends on the founder being in every important room. They pay for businesses that demonstrably run without them.
The work here isn't writing process documents nobody will read. It's identifying the ten things only the founder currently knows and systematically moving each one out of the founder's head. The pricing logic. The escalation playbook. The unwritten rules about which clients get which treatment and why. The relationships that require a face-to-face meeting every quarter and currently only happen because the founder makes them happen.
This work takes 12 to 24 months not because it's complicated but because it's a delegation project, not a documentation project. Documentation is just the artifact that proves the delegation happened. The real work is building the team, the systems, and the confidence to let go — and that can't be compressed into a six-week pre-sale sprint.
Your personal number
Founders rarely ask themselves the most important question of any exit: what number, net of tax, after escrow, after earn out, actually gets you to financial independence?
Without that number, you can't evaluate an offer. You can only react to one.
The work of figuring it out involves a wealth advisor, a tax planner, and a few honest evenings with a spreadsheet. It means understanding the difference between headline consideration and day-one cash. It means knowing what a two-year earn out at 80% conversion actually looks like in your bank account versus what it looks like in the press release. It means understanding your CGT position, your reinvestment options, and the minimum number that changes your life.
None of it is glamorous. All of it changes how you read every term sheet you ever see.
Why this is the invisible work
None of this shows up in the announcement when the deal completes. The buyer doesn't credit the founder for having clean 36-month accounts. The trade press doesn't mention the QoE you ran on yourself 14 months before going to market.
But it shows up in the multiple. It shows up in the deal certainty. It shows up in how quickly diligence completes and how few retrades happen between heads of terms and legal close. It shows up in how much of the headline number lands in your account on day one versus how much is locked up in earn out, escrow, and contingent consideration that may or may not crystallise.
The founders who get the best outcomes started this work years before they needed to. Not because they knew they were going to sell. Because they were building a business that could be sold and it turns out that business is also significantly better to run, easier to scale, and more resilient to everything that happens between now and the exit.
That's the only real pattern.
The question worth asking now
If you're thinking about an exit in the next 24 months, the work has already started. The timeline is already running. The question is whether you're doing it deliberately or whether you're going to spend the first six weeks of a live process discovering what should have been fixed 18 months earlier.
The founders who get the outcomes they want don't find this out in diligence.
They found it out here and did something about it.
Start with a free exit assessment.
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