Sell.

How to prepare your data room and anticipate due diligence?

Any serious buyer will appoint legal, financial and sometimes technical advisors to examine the company before signing. This due diligence has a dual purpose: confirming that the valuation is justified and identifying risks that may justify a price adjustment or enhanced warranties. On the seller's side, the best posture is to run this exercise yourself upstream—a vendor due diligence—to identify and fix anomalies before they are discovered by the buyer, in a context where every weakness becomes a negotiating argument.

How to negotiate the letter of intent (LOI) well?

The letter of intent sets the indicative price, the timetable and the scope, and generally opens an exclusivity period in the buyer's favor. Largely non-binding on price, it does bind from signature on exclusivity, confidentiality and costs. The advice: do not lock in a price without conditioning it on the findings of the audit, and negotiate a short exclusivity. Every week of exclusivity is a week in which you can no longer play competitors against each other.

How to secure the representations and warranties?

The seller warrants the accuracy of a situation as of the closing date and undertakes to indemnify the buyer if an undisclosed liability emerges after the sale. This is the real battleground once the price has been set. The advice: attention should not focus on the warranty itself, but on its limits—cap, trigger threshold, de minimis basket, duration, exclusions. And symmetrically, negotiate the "warranty on the warranty" required of you (escrow, bank guarantee): it is a portion of your price that stays tied up.

How to frame the conditions precedent?

The parties sign the share purchase agreement, most often subject to conditions precedent (approval, authorizations, release of a pledge, third-party consent). At this stage, the deal is concluded but not yet completed. It is important to keep control of the list of conditions precedent and their timetable: these are what, between signing and closing, can reopen the discussion or delay the deal.

Due diligence does not create value: it reveals or destroys it. A vendor due diligence carried out upstream makes it possible to correct anomalies before they become levers for a price reduction. Negotiating the representations and warranties is as strategic as negotiating the price itself.