Selling Your Business or Acquiring One? 3 Key Steps to a Successful M&A Deal

By Wayne H. Miller, Partner at Momentus Legal

Mergers and acquisitions (M&A) represent some of the most exciting opportunities for business growth, strategic expansion, or achieving a well-earned exit. However, they are also high-stakes transactions with numerous moving parts. A single oversight can result in financial loss, stalled deals, or disputes that linger long after closing.

Having guided companies through transactions ranging from $1M to $750M, I’ve seen firsthand what works—and what doesn’t—when navigating M&A. Whether you’re preparing to sell your business or acquire a new one, success depends on thorough preparation, clear strategy, and attention to detail. Here are the three critical steps every business should focus on to ensure a smooth, successful deal.

1. Due Diligence: The Foundation of a Successful Transaction

Due diligence is the process of thoroughly investigating a business before signing on the dotted line. It’s about lifting the hood and looking at every part of the engine—both for buyers and sellers.

For Buyers:

Due diligence uncovers hidden liabilities, identifies risks, and ensures you’re making a sound investment. Key areas of focus include:

• • Contracts: Supplier agreements, vendor contracts, and client relationships.
  • Financials: Revenue, profit margins, and any debt obligations.
  • Legal Risks: Pending or potential litigation, compliance issues, and regulatory challenges.
  • Intellectual Property: Patents, trademarks, copyrights, and trade secrets.

For Sellers:

The goal is to be prepared. Organized documentation, clear financials, and proactive risk management build confidence with buyers and accelerate the deal process. By anticipating questions and concerns, you can avoid delays and maintain leverage during negotiations.

Tip: Due diligence is not the time for shortcuts. Missing key details can lead to deal-breaking surprises later—or worse, post-closing disputes.

2. Valuation: Know What the Business is Really Worth

Valuation is at the heart of every M&A deal. Whether you’re selling or buying, understanding the true value of the business is essential to negotiating a fair deal.

What Goes into Valuation?

While financial metrics like EBITDA, revenue multiples, and discounted cash flows are critical, valuation is more than just numbers. Other factors include:

• • Market Position: Competitive advantages, brand reputation, and customer loyalty and backlog.
  • Growth Potential: New markets, innovative products, or scalable operations.
  • Intangible Assets: Intellectual property, trade secrets, and strong leadership teams.

Common Pitfalls:

• • Overvaluation can price you out of the market or create unrealistic expectations.
  • Undervaluation leaves money on the table or creates unfavorable terms.

Having a clear, realistic valuation ensures both parties enter negotiations with aligned expectations and a focus on long-term success.

Example: A client of mine recently sustained significant hurricane damage to his warehouse resulting in a 50% reduction in output. We decided to delay a planned sale of the business until the warehouse could be repaired and the revenues could be restored to pre-storm levels.

3. Legal Agreements: The Details That Make or Break the Deal

At the core of any M&A transaction are the legal agreements. These documents set the terms of the deal, define obligations, and protect your interests. Poorly drafted contracts can lead to ambiguity, disputes, or financial losses down the line.

Key Agreements Include: 

• • Purchase Agreement: Defines the price, terms, and conditions of the sale.
  • Non-Compete Clauses: Prevents sellers from competing with the business post-sale.
  • Transition Agreements: Outlines how leadership, operations, and customers will transition.
  • Representations and Warranties: Ensures both parties are transparent about the business’ current condition.

Why It Matters:

Clarity is crucial. Contracts should leave no room for interpretation, ensuring both parties understand their roles, risks, and responsibilities.

Real-World Insight: I once worked on a deal where unclear transition terms caused significant operational disruptions. By revisiting and clarifying those terms at the onset, we avoided a potentially costly misstep.

Why Preparation Matters:

The M&A process is often a marathon – not a sprint. Buyers need to uncover risks and opportunities, while sellers must position and market their businesses as valuable, risk-free investments. Without proper preparation, deals can stall, collapse, or create issues that arise long after closing.

With decades of experience guiding businesses through transactions ranging from $1M to $750M, I understand the difference that strategic preparation can make. From due diligence to valuation and legal agreements, I help clients navigate the complexities of M&A with confidence, clarity and predictability.

Ready for Your Next Big Move?

Whether you’re considering a sale, acquisition, or merger, the right strategy and guidance can make all the difference. M&A deals are about more than numbers—they’re about securing a profitable future for your business.

If you’re preparing for your next big step, let’s connect. I’m available to help you navigate and familiarize yourself with the process, protect your interests, and position you for success.

Please feel free to contact me to start a dialogue.

Wayne H. Miller, Partner at Momentus Legal

Contact Wayne H. Miller for more information:

• Email: wayne.miller@momentuslegal.com
• Phone: 954.825.3940
• LinkedIn:  @WayneH.Miller