Ownership Step-Back and Value Creation - Rethinking Management’s Role Before a Business Sale
INSIGHTS ― TRANSACTION ADVISORY
w5dev
In most business sales, buyers focus less on revenue and more on a critical operational question: how dependent is the company on the current owner? That single factor can dramatically impact valuation—either upward or downward.
Independent Management = Greater Confidence = Higher Valuation
Consider a mid-sized software company led for 20 years by its founder. He manages client relationships, approves product features, and negotiates directly with key suppliers. If he exits, the buyer is left uncertain: can the business continue to run smoothly?
This uncertainty often leads to a discounted valuation.
Now contrast that with a company where day-to-day operations are managed by a professional, empowered leadership team. For a buyer, this signals stability—and that confidence often translates into a valuation premium.
Building Management Independence: Practical Steps
1. Clarify the Owner’s Intent to Exit
The first step is internal. The owner must clearly define their intention to sell—typically within a 3–5 year horizon. Without this mental shift, it’s difficult to begin the behavioral and structural changes required to empower management.
2. Bring in External Executives
Integrating senior leaders with outside experience can be a game-changer. They’re often more confident operating independently and may introduce new ways of working. In one regional logistics firm Hintsoft Solutions has advised, appointing an external COO was the breakthrough moment that made the business sale-ready.
3. Gradually Transfer Decision-Making
Relinquishing control doesn’t happen overnight. Begin by delegating authority in clearly defined areas—procurement, client services, daily operations. This gives managers room to grow while keeping risk manageable.
4. Accept—and Plan for—Mistakes
True autonomy requires room to experiment, which means tolerating the occasional misstep. Start with small, low-risk test projects to give managers space to learn within controlled boundaries.
Creating Alignment: How to Incentivize Management
Operational independence alone isn’t enough. The management team must also be motivated to support the exit process. Without that, they may become passive—or worse, resistant.
Potential incentive mechanisms include:
- Success bonus plans tied to the sale price achieved
- Pre-sale equity options: the right to acquire shares at a pre-agreed price
- Transparent communication about intentions and expected changes
In our experience, clear financial incentives significantly increase management’s engagement throughout the transaction process.
A Simple Test: Is the Team Truly Independent?
Here’s a practical litmus test:
Could the management team confidently meet with a potential buyer, present the company’s operations, and speak to its strategy and risks—without the owner in the room?
If the answer is a firm yes, the business has reached the level of independence that actively supports a smooth and credible sale.
Final Thought
Selling a business is usually a once-in-a-lifetime event for a founder—and one of enormous emotional and financial significance.
While financial advisors play a key role in preparing for that moment, the management team can become just as critical—if they’re given the time, authority, and incentive to do so.
The earlier that empowerment begins, the greater the likelihood of a successful—and valuable—exit.
Do You Really Need a Business Valuation? Five Questions Worth Asking Before You Decide
INSIGHTS ― TRANSACTION ADVISORY
w5dev
Valuing a company is a time- and resource-intensive process. It’s not always necessary—but in certain situations, a well-founded valuation isn’t just helpful, it’s essential.
Here are five key questions to help determine whether a business valuation makes sense for your situation.
1. Are You Considering a Full or Partial Exit?
If you’re thinking about selling all or part of your business—whether through a full sale, a management buyout, or a generational handover—it’s worth commissioning an independent valuation in advance.
A solid valuation provides a reference point for evaluating offers, helps avoid delays or mismatched expectations, and can actually reduce the amount of confidential information you need to share in early-stage discussions.
2. Are You Raising Capital? Investors Will Likely Expect It
Most professional and private investors will expect the company to present a formal valuation—especially if the investment is based on forward-looking financial projections.
In these cases, a discounted cash flow (DCF) model is often the standard. It’s not just a professional courtesy; it’s the starting point for negotiation.
3. Is a Staged Buyout or Performance-Based Deal on the Table?
Not every deal happens in one step. Earn-out agreements, for example, may begin with a minority stake and tie future ownership transfers to specific performance milestones.
In these structures, a clear and credible valuation is critical. It serves as a mutually accepted baseline from which future payments or ownership changes can be calculated and tracked.
4. Can a Valuation Support Your Incentive Program?
Absolutely. Many business owners design incentive plans that link employee rewards to the company’s value growth—even if those employees don’t hold actual equity.
So-called phantom stock or virtual share programs rely on regularly updated valuations to ensure the incentives are fair, measurable, and aligned with business performance.
5. Is It Still Worth It Without a Transaction on the Horizon?
Yes. A professionally prepared valuation can be a powerful strategic tool—even when no deal is imminent. It offers insight into how the market might view your business, which factors most influence its value, and where improvement opportunities lie.
If you’ve never had your company valued, doing so can provide a fresh lens for mid- to long-term planning—especially when important ownership or investment decisions may be on the horizon.
Final Thought
A valuation truly pays off when there’s a clear purpose behind it—whether that’s a sale, investment round, ownership restructuring, incentive plan, or strategic planning process.
It’s not something you need every day, but at the right time, a well-executed valuation can deliver real value—and help lay the groundwork for more sustainable, intentional growth.
Which Valuation Method Should One Use? The Pros and Cons of the Two Most Common Approaches
INSIGHTS ― TRANSACTION ADVISORY
w5dev
Sooner or later, every business owner faces the same question: Do I need a valuation—and if so, how should I go about it?
In our previous article, we explored the why. Now we’re looking at the how—specifically, the most widely used valuation methods for small and mid-sized businesses.
Two common approaches are the Discounted Cash Flow (DCF) method and multiples-based valuations. Here’s a quick overview of both, to help you decide which might be right for your situation.
1. Discounted Cash Flow (DCF): Best When the Future Is Predictable
The DCF method estimates the company’s future ability to generate cash—typically over a 4- to 7-year period—and then calculates the present value of those future cash flows using an appropriate discount rate. This forecast window is known as the explicit period.
On top of that, the model includes a projection for the period beyond—usually assuming steady, moderate growth. This is called the terminal value. Together, the present value of future cash flows and the terminal value form the total valuation.
In short: DCF is ideal when the business has a clear, reliable growth path.
2. Multiples-Based Valuation: Fast, Market-Oriented, and Widely Used
This method relies on valuation multiples (e.g. based on EBITDA, EBIT, or revenue) and is applied in two main ways:
- Based on market transactions: This looks at what similar companies have sold for—what multiples buyers paid in real-world deals.
- Based on listed comparables: Here, we take the current trading multiples of comparable public companies and adjust them for private businesses. Public firms typically command higher multiples due to their transparency and efficiency, so a private company discount is usually applied.
The key advantage? It’s relatively quick and based on real market data—unlike DCF, which can require extensive forecasting and preparation.
When to Use Which?
Ideally, both methods should arrive at similar values. But if they don’t, it’s a signal to revisit your assumptions and data inputs.
In our experience, most SMEs struggle to produce reliable financial forecasts—even six months out, let alone several years. In such cases, a DCF model can be not just inaccurate, but misleading.
If there’s no strong, well-supported forecast in place, it’s usually better to rely on a multiples-based valuation. It carries fewer assumptions—and fewer opportunities for error.
Multiples Aren’t Perfect Either
Of course, multiples-based valuations come with their own caveats, especially for privately owned businesses:
- Are the owners and family members drawing market-based salaries—or are they optimizing for taxes?
- Are there personal expenses being run through the company (e.g. travel, entertainment, personal car use)?
- Are transactions with related parties conducted at market rates?
These factors can all distort EBITDA or EBIT—and by extension, the entire valuation. To get to a fair, realistic number, adjustments must be made. And that’s something only an experienced valuer can do with confidence.
Bottom Line: No One-Size-Fits-All Approach
Valuing a business isn’t a plug-and-play exercise. There’s no universal formula that works in every case. The best method depends on the specific context, the quality of available data, and the purpose of the valuation.
The more reliable the information and the deeper the expertise of the analyst, the more accurate and defensible the result—whether you’re using DCF, multiples, or a blend of both.
Selling a Business: When the Price Is Just the Beginning
INSIGHTS ― TRANSACTION ADVISORY
w5dev
For many entrepreneurs, the price is the central question in a business sale. And understandably so—after decades of building something, the number attached to that legacy carries emotional and financial weight.
But in our experience, the purchase price alone rarely reflects the full complexity of a transaction.
Sellers often view contract negotiations as a technical formality—something the advisors will “handle.” In reality, this is where the deal gets its true shape: when and how the buyer pays, what’s held back, how the amount can change, and what each side commits to in return.
The sale agreement is like a coded balance sheet. If that balance is off, one side could take on disproportionate risk.
It Matters What the Buyer Is Actually Buying
Buyers aren’t always acquiring the whole company. In some cases, they’re only acquiring select assets. For example:
- In a restaurant deal, the buyer may take over operations, but not the property.
- In an engineering firm, they might acquire the projects and team—but not legacy liabilities or receivables.
In a share deal, the buyer takes on all past liabilities, contracts, and risks. In an asset deal, the seller typically retains those obligations. This choice has major legal, tax, and operational implications.
For example, if transferring customer contracts requires client approval, an asset deal can become complex. On the other hand, a share deal is often more straightforward—but carries more risk for the buyer, which they’ll typically address through warranties and indemnities.
What Happens After Closing—and Who Bears the Risk?
Many sellers feel that once the deal closes, their part is over. But it’s rarely that simple. In some deals, not all of the purchase price is paid upfront. Instead, payments may be staggered or tied to post-closing performance.
For example: In the sale of a B2B software firm Hintsoft Solutions has worked, 30% of the price was only paid if the company renewed contracts with three key clients within the first year post-sale. Since those clients were closely linked to the seller, both parties had a stake in a successful handover—and the seller stayed motivated to ensure continuity.
These “earn-out” structures only work when the seller remains involved during the transition. If not, they can introduce uncertainty—especially when performance criteria or valuation methods aren’t clearly defined.
The Price Is Just the Tip—Underneath Is a Formula
To many, the price seems like a round number: “X million dollars.” In reality, it’s a financial formula influenced by multiple variables:
- The company’s cash and debt at closing
- Net working capital (inventory, receivables, payables)
- Ongoing investments
- Deferred revenues and prepaid expenses
For example, target companies might delay payment of several large supplier invoices right before closing. This can inflate their cash position—giving the illusion of higher value. Without a working capital adjustment, the buyer would significantly overpay.
That’s why sellers and buyers should agree in advance on a “normal” working capital level—and adjust the final price accordingly. It’s not just fair—it prevents unnecessary friction at the table.
What If Something Goes Wrong After the Deal?
Even with due diligence, buyers can’t uncover everything—and post-closing surprises do happen.
This is where warranties and indemnities come in. Typically, parties agree on:
- A claims window (e.g. 18 months)
- A liability cap (e.g. up to 25% of the purchase price)
- Specific exclusions (e.g. unresolved tax or ownership disputes)
And, most importantly: How is the buyer protected if something does go wrong? Increasingly, deals include escrow accounts, where a portion of the price is held temporarily and only released after a clean post-closing period.
Preparing for Sale Starts Years Before Closing
A successful exit doesn’t begin at the negotiation table—it starts years earlier. A company with unclear ownership, sloppy bookkeeping, or uncollected debts may be a strong business, but buyers will see risk.
Strong preparation includes:
- Reviewing and updating contracts
- Analyzing working capital cycles
- Cleaning up ownership structures
- Building a transparent legal and financial framework
This behind-the-scenes prep can add millions to the final price—and ensures a smoother, faster sale process.
Final Thought: Think “Price Plus Terms”
Selling a business isn’t about “a number.” It’s about what’s behind that number—how and when it gets paid, under what conditions, and who takes on which risks.
The sellers who understand this from day one don’t just get a better price. They get better terms, clearer expectations—and the peace of mind that comes from handing over their life’s work on the right foundation.
Selling Your Business = The Price Tag? Not Quite
INSIGHTS ― TRANSACTION ADVISORY
w5dev
When a business owner starts thinking about selling, the first question is almost always: “How much can I get for it?”That’s completely understandable. Price feels like the ultimate measure of how all those years of hard work are paying off.
But experienced buyers move past that question quickly. Their next thought is: “What’s behind the price?”
A Real-Life Example: Same Price, Two Very Different Deals
Picture this: the owner of an automotive supplier receives two offers. Both buyers are willing to pay €4 million for the company. But the structure of the deals couldn’t be more different.
In the first offer, the full amount is paid at closing—but the seller has to provide full warranties for three years, and 20% of the price is locked up in an escrow account.
In the second offer, half the purchase price is tied to future performance (an earn-out based on EBITDA targets). However, there are minimal warranties, no escrow, and the seller can step away from day-to-day operations just a couple of months after closing.
Same price on paper—completely different risk, cash flow, and commitment in reality.
There’s No “Fixed Price” in M&A
A business isn’t a savings account. In most deals, the so-called “final price” isn’t actually final until closing—and even then, it might change. That’s because most agreements include a mechanism to adjust the price based on closing financials.
Let’s say a tech company asks clients for upfront payments in the month before the sale. That spikes the cash balance—but it’s really revenue for services the buyer will have to deliver post-closing. Naturally, the buyer doesn’t want to pay for obligations they still have to fulfill, so the contract adjusts the price accordingly.
Earn-Outs: Incentive or Delayed Risk?
Here’s another scenario: A software company is being sold, and the buyer and seller agree that 30% of the price will be paid only if the company hits two goals in the first year—keeping its top 10 clients and exceeding €700,000 in EBITDA.
On paper, it’s a great incentive to keep the seller involved. In practice? It shifts some of the purchase price into the future, making it dependent on performance the seller may no longer control. The buyer is now running the company, and their decisions can impact whether those targets are met—sometimes creating tension.
Warranties: When the Buyer Can Claw Back the Price
A buyer doesn’t just hand over money—they want protection. Through warranties, indemnities, and reps, they aim to guard against hidden risks.
For example, imagine a foreign buyer acquiring a domestic retail chain. The agreement states there are no ongoing tax audits or labor disputes. But after the deal closes, a tax investigation kicks off over past invoicing practices, resulting in a fine. If the contract was properly drafted, the buyer may be entitled to recover part of the purchase price.
That’s why many deals include a holdback or escrow—often 10–15% of the price—held back for a set period in case something comes up.
What Really Shapes the Seller’s Negotiating Power?
It’s not just about the number on the table. The seller’s leverage depends on:
- how transparent and well-run the business is,
- whether the legal and financials are clean and in order,
- if there are key-person dependencies or ownership complications,
- and how easy it is for someone new to take over and keep things running smoothly.
Bottom Line: Price Is Just One Part of the Deal
Selling a business isn’t just about agreeing on a number. What really matters is how that price will be paid, under what conditions, and what risks are involved after the ink dries.
Sellers who treat the fine print as “just legal stuff” often learn the hard way—what looks like a high price on signing day can shrink significantly over the next few years.