The ten terms that matter
Everything else is standard market language your attorney owns.
Economics and risk
Price and payment mechanics including earnout governance and the working-capital adjustment, reps and warranties, indemnification (cap 10 to 25 percent, basket 10K to 50K), and escrow (10 to 15 percent for 12 to 18 months).
Operational transfer
Non-compete (2 to 5 years), transition services with specific deliverables and milestones, and consents and conditions precedent including change-of-control on concentrated customers.
Tax and process
Asset versus stock sale, purchase-price allocation, and dispute resolution and jurisdiction.
Fight the right battles
Reps worth fighting for
Customer contracts transferable, AR collectible, related-party transactions disclosed.
Reps to live without
"No customer will terminate" and "EBITDA will be maintained" belong in earnout structure, not reps. Market survival is 12 to 24 months on general reps, 3 to 6 years for tax and title.
Manage advisors
You lead, they advise. Send a 24-hour agenda with three to five decisions, force binary calls, and cap the combined advisor budget. Replace any advisor who misses two deadlines.
The 30-day close sprint
Weeks 1 to 2
Draft, then negotiate the ten terms.
Week 3
Re-pull financials, re-confirm the top 3 customers, lock the working-capital peg, finalize lender approval.
Week 4
Closing docs, a new bank account, Day 1 comms. Request logins 7 days before close and test them 2 days before. If the seller is the only MFA approver, you do not have real access.
Day 1, then the first 60 days
Must-have on Day 1
Bank with tested limits, accounting admin, email admin, CRM, payroll, merchant processing, and the file and password vault. Domain, social, and vendor billing can wait 30 days.
Stabilize, then improve
Weeks 1 to 2 change nothing and shadow the seller. Weeks 3 to 4 take the quick wins. Days 31 to 60 execute and reduce seller dependency. Do not break what works.
Plan for the seller to leave early
Run a structured knowledge transfer and a key-employee step-up plan with real titles, raises, and retention. Build redundancy before you need it.
Due Diligence Checklist
Use the checklist as a close-sprint verification tool in the final weeks.
Control first, changes later
Test access before the wire, not after. Stabilize the business before you touch it. The first 60 days are about keeping the value you bought, not proving you can run it differently.
This course is operational guidance, not investment, legal, tax, or financial advice. SilverShore Partners is not a registered broker-dealer or investment adviser; in qualifying private-company transactions we may operate within the federal M&A broker exemption under Section 15(b)(13) of the Securities Exchange Act. Confirm specifics with your own advisors.