Selling your company is not a task taken lightly; Like a complex choreography among dancers, one slight misstep can quickly compound and lead to an unwanted outcome. A sell-side M&A advisor with years of experience can help avoid costly mistakes or even the non-sale of a company. Let’s remember that the goal for the seller is to achieve the best possible value and the best terms within a reasonable period of time. Many think that it’s all about the value, but in reality, it’s the value and the terms that make for a successful transaction. In addition, many clients have other goals, including protecting their legacy, having the buyer rent their facility, continue employment, etc. All of these are important, and a good M&A advisor will know how and when to address these additional goals.
Understanding the Significance of an NDA
The leakage of confidential information to competitors without protection can be harmful to businesses. Many potential clients who contact us tell us about two or three buyers with whom they’ve already initiated contact. Most of the time, they’ve done that without a Non-Disclosure Agreement (NDA). That is not only risky but could be a fatal mistake if those potential buyers do something that is harmful to the business.
More specifically, if those potential buyers were to terminate the transaction, adverse events (including legal consequences, financial losses, and damage to customer trust) could impact the seller’s business operations, overall valuation, and subsequent exit attempts. And, while most buyers complain about having to sign an NDA, it’s actually in their best interest that all buyers sign an NDA so that if they are the successful buyer, they are protected from the other buyers taking advantage of having received confidential information on the seller’s company.
To prevent the sharing of restricted information, potential buyers should always execute a Non-Disclosure Agreement. The Non-Disclosure Agreement is also known as a Confidentiality Agreement. In most cases, the seller’s M&A advisor will use an appropriate Non-Disclosure Agreement. The seller’s attorney may make some edits to protect certain key aspects of the seller’s business. Many sellers want a super strict NDA, which is understandable. However, if buyers are unwilling to accept very onerous terms, it becomes counterproductive. The best transactions are obtained by having many buyers review and bid on the seller’s company. Like all of life, there must be some compromise.
Finding the Right Buyer for Your Business
Business owners often make the mistake of negotiating the sale of their business with one or a very limited group of potential buyers. One risk of a negotiated sale with a single party or a targeted auction is the possibility of “leaving money on the table.” While dealing with one or a very limited number of buyers could reduce the potential of business disruption and/or delays, the potential benefits often do not outweigh the risks.
The safest approach is to have an experienced sell-side investment banking advisor assist you in the process. Versailles Group has global experience in finding the right buyer outside of avenues typically available to business owners.
Knowing the Right Value for Your Business
Many owners do not understand the financial implications of the value of their business. This can lead to either an expectation of an unreasonable value or even undervaluing the business. To avoid this, investment banks and M&A advisors employ a variety of valuation methodologies to find the best assessment of a company’s worth. The value of a company goes well beyond the simple approach to applying a multiple to an EBITDA value. There are many assets where the value is difficult to measure accurately, e.g., a company’s customer base, market share, and name recognition. In other cases, particular companies have land that is on the balance sheet for the initial cost or underlying assets in the case of a mine. Thus, an M&A advisor can add value by helping the seller figure out what the likely value will be. And the advisor can help clients who somehow arrive at an inflated valuation without any substantial evidence. We’ve seen cases where the seller has told us that the value is “$X” because that is what they need to retire, pay grandchildren’s tuitions, etc. While those are admirable goals, they have nothing to do with the actual value. The goal of any investment bank is to help the client achieve full market value for their business. That can be accomplished by addressing the worldwide market for the company, presenting the seller’s company in the best possible way, and asking for bids. Beyond that, some buyers may be willing to engage in an auction, which will drive the value up.
Alternatively, an unadvised business owner may set an unreasonable price, either too high or too low, for their company. This could cause buyers to question the seller’s overall credibility, which might mean that the business doesn’t get sold. An M&A advisor can provide a valuable service as they are a knowledgeable third party and can correctly identify a deal that would benefit both sides. Of course, sometimes sellers think that they must “negotiate” that valuation advice with the sell-side advisor. Robust discussion and debate are always appropriate, but a business owner who thinks they can drive up the value by negotiating with their advisor is misguided. Those efforts need to be devoted to actual buyers. And one should always remember that, as most M&A advisors will earn a commission on the sale, they have goal congruence with the seller. They both want the highest possible value.
Conclusion
The business sale process requires meticulous planning, strategic buyer outreach, and realistic valuation expectations to maximize results. By approaching the sale with an experienced M&A advisor, you can secure the best possible outcome. With the right strategy, selling your company can be not just a transaction, but a defining moment in your life.
If you’re considering selling your company, contact Versailles Group to learn how our global M&A expertise can help you achieve maximum value and the best terms.
Written by Aneil Sandhu
26 August 2025
Versailles Group, Ltd.
Versailles Group is a 38-year-old boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies with revenues greater than US$2 million. Versailles Group has closed transactions in all economic environments, literally around the world.
Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.
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