Get Good Legal and Tax Advice, But These Advisers Are Not Party To Your Agreement
This may seem obvious. Your lawyers work for you, after all, and it is absolutely critical that you hear their advice, but you need to make your own decisions. The reality is, the only parties to the deal are you, (your co-shareholders if you have any) and the acquirer. You have been through the negotiations and discussions with the acquirer, you know which issues are sensitive and you know what you have agreed to implicitly or explicitly during the build-up to the agreement. The drafting of a final set of agreements is an extremely sensitive stage in the deal process, so you need to stay very close to the issues and make sure that trust is maintained throughout. It is incredible to see how trust between parties can be destroyed in a few easy steps during this final stage in the process, just when you thought that everyone understood each other! How do you avoid this? Put the work into your heads of agreement early on (deal with the tough issues up front, not later), and don’t leave your lawyers or tax advisers to be your negotiators.