1. Get Your House in Order Early
Preparation is everything.
For sellers, this means having a “deal-ready” business—clean financials, up-to-date statutory books, and all key contracts and policies (including employment, data protection, and supplier agreements) in place, accessible and correct.
Buyers want to avoid nasty surprises. If the basics are messy or disorganised, they may walk away, or slow the process down with extra due diligence.
Legal Tip
Engage your lawyer before launching a sale. A light-touch pre-sale legal audit can flag gaps and help you tidy up ahead of time.
2. Agree Heads of Terms that Are Clear but Flexible
Heads of Terms are important to prevent misunderstandings.
A good set of Heads of Terms will clarify commercial expectations (price, structure, timing), whilst not boxing parties into positions they can’t later adjust as diligence progresses.
Legal Tip
Avoid overly legalistic Heads of Terms, but ensure they cover key points.
3. Appoint Experienced Advisers – Early
Delays arise because SME buyers or sellers wait too long to engage legal or financial advisers, or use generalists unfamiliar with the expertise required.
A lawyer who understands SME deals can pre-empt common blockers, keep documentation streamlined, and negotiate proportionately.
Legal Tip
For buyers, a proactive legal team can flag issues before they become expensive problems. For sellers, it’s about protecting value while avoiding over-engineering.
4. Keep Communication Lines Open and Focused
M&A is a team sport.
Delays often happen when there’s misalignment between parties.
Having clear channels of communication and regular deal check-ins helps maintain momentum and avoids misunderstandings.
Legal Tip
A short weekly status call between advisors and principals can keep deals on track and reduce ‘email tennis’.
5. Be Commercial About Risk
While legal protection is vital, excessive amendments to documents or over-negotiating immaterial points can burn time, goodwill and fees.
Taking a commercial view of risk allocation, especially on warranties and indemnities, can be the difference between signing and stalling.