Some decisions can be undone. You hired the wrong person—you let them go. You leased the wrong office—you terminate the contract. You mispriced a product—you adjust.
And some decisions stay. Selling a company is such a decision. Buying one—likewise. Once signed, it lives its own life. You may regret it, but you cannot rewind.
This irreversibility should change everything: how you think about the transaction, how you prepare for it, how much time you spend on scenarios you would rather not consider.
It should. Usually it doesn’t.
The Psychology of the Negotiating Table
The seller is in love. He built the company over years, knows every corner, remembers every crisis survived and every victory won. He sees value that isn’t on the balance sheet—because that value exists only in his mind.
The buyer is a hunter. He seeks opportunity, undervalued assets, synergies the seller doesn’t perceive. He sees problems that can be solved and efficiencies that can be extracted. He looks at the company as a mechanism to be optimized.
These two perspectives must meet at a single price. And here begins the real game—not over money, but over narrative. Who convinces the other side of their version of value?
An advisor who understands this psychology is worth more than one who knows only the regulations.
Information as Currency
In ordinary commerce, both parties know what they are buying. Bread is bread. A car can be inspected, tested, driven around the block.
When acquiring a company, you buy something you cannot fully know before purchase. You buy the company’s past—every decision, every obligation, every hidden mine. You buy its future—which no one knows.
Due diligence is an attempt to reduce this ignorance. But here a paradox operates: the more you ask, the more the seller knows what you’re looking for. The deeper you dig, the better he understands where your concerns lie.
Information flows both ways. The buyer learns about the company. The seller learns about the buyer. And both use that knowledge at the negotiating table.
Time as a Weapon
Transactions have their rhythm. At the beginning there is enthusiasm—both parties see possibilities, differences seem surmountable. Then comes the middle—details, complications, fatigue. At the end comes pressure to close—so much already invested, so much already discussed, time to finish.
This rhythm is not neutral. It can be used.
A seller who knows the buyer has invested months in due diligence can change the terms at the last moment. A buyer with alternatives can pause negotiations when the other side has already informed employees.
Timing is part of every transaction. The only question is whether you are its subject or its object.
Structure Determines Everything
Are you buying shares or assets? Paying in cash or stock? Everything at once or in tranches tied to performance?
These questions sound technical. They are existential.
Buying shares means buying a company with its entire history—including the parts you don’t know. Hidden tax liabilities, employee claims, contracts that become your contracts. Buying assets means surgically excising what you want, leaving the rest with the seller.
Staged payments are insurance—if the seller lied about results, future tranches cover the loss. But they are also risk—a seller who hasn’t received everything may sabotage the transition.
Every structure has its logic, its advantages, its traps. Choosing structure means choosing which risks you accept.
The Paper That Tells the Truth
Representations and warranties are not formalities filling pages of the agreement. They are a mechanism for compelling truth.
The seller represents: there are no hidden tax liabilities. No pending litigation. Key employees will not leave. Contracts with clients are valid.
If he lies, he pays. Not because he is dishonest—because the contract says so.
The scope of these representations, their precision, the exceptions the seller manages to negotiate—this is the battlefield. Here more is won and lost than in negotiating price.
Closing Is the Beginning
Signatures placed, money wired, champagne opened. Transaction closed?
No. The transaction has just begun.
Now you must integrate two corporate cultures that may repel each other like magnets. You must retain people who just received money and are wondering whether they want to work for the new owner. You must explain to clients that change of ownership does not mean change of quality.
Most value in company sales is destroyed after closing, not before. Synergies that looked brilliant in Excel shatter against reality. Savings that were supposed to materialize require layoffs no one wants to conduct.
An agreement that does not anticipate this is an unfinished agreement.
Form—The Boring Part That Destroys Transactions
Sale of shares requires written form with notarially certified signatures. Sale of a business including real estate—a notarial deed. Board approval, if the articles require it. Shareholders’ preemptive rights, if they exist.
This sounds like a technical detail. It is a technical detail—one that has voided transactions worth millions.
Formalities are boring. That is why they are neglected. That is why it is worth having someone who checks them before you sign a document that turns out to be worthless.
What We Do
We guide transactions from concept to closing—and beyond, through integration.
We structure: selecting the form that achieves the business objective with optimal risk profile and tax efficiency. We negotiate: sitting at the table and ensuring enthusiasm does not replace caution. We investigate: due diligence that searches for problems, not confirmations. We document: agreements that say what you think they say.
We represent both sides—but never in the same transaction. Knowing the buyer’s perspective makes us better advisors to sellers. And vice versa.
A Final Thought
A company sale is the moment when years of work meet a single decision. For the seller—perhaps the most important financial decision of a lifetime. For the buyer—a bet that may define the next decade.
Such moments should not be navigated alone. Not because you are incompetent. Because you are too close to see everything. Too invested to be objective. Too exhausted in the fourth month of negotiations to notice the trap on page one hundred forty-seven.
That is what advisors are for. Not to decide for you. So that you decide seeing the whole picture.
