Deal Negotiation
Expert negotiation support when you've received an offer but need help structuring the deal, managing terms, and protecting your interests through completion.
You've found a buyer and received an offer. The headline price looks acceptable, but you're facing negotiations on payment terms, earn-outs, warranties, indemnities, working capital adjustments, and completion mechanisms.
The problem is compounded if you didn't get a formal valuation before entering negotiations—you have no defensible baseline to argue from. You don't actually know if the offer is fair, what your business is genuinely worth, or what leverage you have.
This is where most sellers leave substantial value on the table—not because the headline price is wrong, but because they don't understand how to structure the deal, what's negotiable, and what terms actually mean in practice.
Deal negotiation isn't about being difficult. It's about understanding what you're agreeing to, what the terms mean for what you'll actually receive, and ensuring the deal completes on terms that protect your interests.
Why sellers need expert negotiation support
You've received an offer. It feels validating—someone wants to buy what you've built. But you're now entering negotiations without knowing what your business is genuinely worth, what terms are standard, or what you're actually agreeing to.
Buyers do this professionally. They negotiate dozens of deals. They know exactly what they're asking for and why. You're doing this once.
What goes wrong without negotiation support:
No defensible baseline
Without a formal valuation, you have no objective basis to negotiate from. You don't know if the offer is fair, what leverage you have, or what comparable businesses actually sell for. You're negotiating blind.
Price isn't what you receive
Earn-outs can be legitimate—they bridge valuation gaps and align interests. But they need proper structure. You're betting on hitting targets in a business you no longer control, with metrics the buyer now defines. Poor earn-out terms leave you exposed to factors outside your control or incentivise the buyer to manipulate results.
Warranties and indemnities create long-term exposure
Standard warranties seem reasonable until something surfaces post-completion. You're personally liable for claims that can run into hundreds of thousands. Poor warranty limitation and indemnity caps leave you exposed for years after you've sold.
Earn-outs need careful structuring
A £3 million offer sounds good until you see the structure: £1.5 million at completion, £1 million earn-out over three years, £500,000 deferred. Then, working capital adjustments reduce the completion payment. You might receive £1.2 million in cash and hope for the rest.
What deal negotiation delivers:
Establish a baseline
If you don't have a formal valuation, we create one. You enter negotiations knowing what your business is worth, what's defensible, and what leverage you actually have.
Structure the deal properly
Buyers expect sellers to negotiate emotionally. We handle negotiations, push back on unreasonable terms, and ensure you're not agreeing to clauses that expose you to risk post-sale.
Get the deal to completion
Most deals don't fail on price—they fail on terms, conditions, or issues that emerge during due diligence. We manage the process, coordinate advisors, and ensure the deal completes.
Manage the buyer professionally
We negotiate cash at completion, minimise earn-out exposure, cap warranty liability, and ensure working capital adjustments don't erode the price. The goal is to maximise what you actually receive—not just to agree on a headline number.