Selling a Business: What You Need to Know Before You Go to Market

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Most owners spend years building a valuable business yet approach the sale with far less preparation than it deserves.

We sat down with professionals who work with M&A transactions daily to clarify what that process entails and what an owner should know before listing their business for sale. May Lu, business transactions attorney and co-chair of the business solutions department at Tiffany and Bosc, Andy Peters, business strategist and turnaround executive at Akin Consulting and Tony Alfonso, joined GT’s Josh Teeple for a roundtable discussion that covered the full arc of an M&A transaction, from early preparation through to post-close pitfalls.

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Preparation is everything.

The strongest sale outcomes start with early preparation—long before your business goes to market. That means understanding what your business is worth, knowing what you actually own, undertaking early steps to maximize enterprise value, and having the right team in place before a buyer comes knocking. If you wait until someone makes you an offer, you are already behind.

The headline number is rarely the full story.

Earnouts, rollover equity, working capital adjustments, and post-close claw backs can all affect what you actually walk away with. The panelists have put it this way: Be happy with your first check, because the next ones may be tied to performance targets, market conditions, and decisions you may no longer control. Understanding deal structure matters as much as negotiating the price.

Know what your business is worth before someone tells you.

Thriving businesses often receive cold calls from buyers. But without a clear sense of your business’s value, it’s hard to know whether to take the meeting or hang up the phone. Business valuation is important not only in transactions but also in the planning process. It’s a tool that gives you the confidence to act when the timing is right and the information to walk away when it is not.

Strategic and private equity buyers are not the same.

Each comes with different motivations, timelines, and expectations for how involved you will be after close. A strategic acquirer may already have the management team to absorb your business and let you walk away. Private equity will likely want you to stay, grow the business, and earn part of your payout on the back end. Knowing which type of buyer suits your goals before you go to market can save you a lot of pain down the road.

The right advisors change the outcome.

A good M&A attorney, a valuation expert, an investment banker, and a CPA who understands transaction accounting are not interchangeable with your regular professional advisors. Each plays a specific role and including them earlier in the process makes a material difference to the outcome of the sale.

GT works with business owners at every stage of the transaction lifecycle, from valuation and quality of earnings to forensic accounting, litigation support, and deal advisory. If you are considering selling a business or simply want to understand its value before receiving an offer, we’d be happy to have that conversation.

Get in touch with our team at gtllp.com.

Business Strategy

3 Jun 2026