Other Specialists 

Depending on the nature of your business and industry, other specialists may be employed during the process. Their level of involvement will impact the scope of negotiations. In some cases, retaining experts in advance can mitigate risk for the buyer. Here are some examples:

Other Specialists:

Your investment banker, attorney, and accountant form the core of your deal team. In addition, you may also hire other specialists, such as:

  • Environmental: You may want to consider hiring an environmental consultant if your business handles hazardous materials or is subject to environmental regulations. Buyers often hire environmental experts if they’re purchasing land or buildings and suspect the property may be contaminated. Many jurisdictions impose strict liability for all past owners of real estate when environmental issues arise. Such issues represent the highest exposure levels for the parties. Retaining a consultant in advance gives you time to discover and address problems before they arise with the buyer. 
  • Employee Benefits: Employee benefits are the next-largest area of risk exposure for buyers. If you have a pension plan, consult with experts in this area well in advance of the sale to ensure assets exceed liabilities and that a smooth transition of benefits can occur in the case of other benefits, such as deferred compensation, profit-sharing, stock options, employee stock ownership, health insurance, and life insurance. In most cases, the plans will be terminated and you’ll be obligated to fulfill the termination requirements.
  • Code Audit: When purchasing a software company, most buyers retain a third party to perform a code audit to ensure the software code is clean and well documented. A wise seller will hire a third party to perform the audit and clean up the code before the company is put on the market. The results of the audit and resulting cleanup can then be used as negotiating leverage with buyers to provide the buyers with some level of comfort regarding the documentation, accuracy, and organization of the code.
  • Insurance Advisor: Your insurance advisor will play a limited role in the transaction. Most insurance isn’t transferable in an asset sale. But your insurance agent should be available to gather information regarding your existing policies and assist the buyer with obtaining new policies by communicating your coverage limits to the buyer. You should also make sure your current coverage is adequate. If it isn’t, the buyer will deduct the cost to upgrade your insurance when calculating SDE or EBITDA.
  • Commercial Real Estate Agent or Attorney: I recommend hiring a commercial real estate agent if you own the real estate and plan on selling it. The agent can assist with marketing the property for sale or determining an appropriate rental rate. Once you determine an appropriate rental rate based on current market conditions, be sure to pay your business this rate.

There are dozens of additional experts that could become involved in the sale, but their roles are usually minimal.


Just as you wouldn’t knowingly board an airplane piloted by a novice who’s only read the manual, you shouldn’t entrust the sale of your most important asset to an advisor who’s never actually sold a company.

As in aviation and almost every endeavor, real-world experience is key. When you’re in the market for a professional advisor to help sell your business, go with someone who’s been there and done that. Preferably multiple times. An experienced advisor will know how best to market your company for sale and who best to market it to. An experienced advisor will work effectively with your attorney and other members of your deal team to help ensure a smooth sales process and maximal outcome. Bonus points if your business broker or M&A advisor can help you plan your exit by showing you how to improve your company over time.

Just as important when it comes to the need for real-world experience is the attorney you choose to negotiate the key agreements and advise you of any legal matters that may need to be resolved before you even put your business on the market. For the most reliable results, go with an M&A attorney who’s been involved in dozens of real-life M&A negotiations and sales. A specialist may charge more up front than, say, your personal or general business attorney, but chances are you’ll more than recoup that cost in the end – especially when it comes to negotiating the purchase agreement and dealing with other M&A idiosyncrasies along the way.

Rounding out the core of your deal team is your accountant. This is the role-player who will review your financials to ensure there are no inaccuracies before turning them over to a potential buyer. Your accountant will also play the lead role in financial due diligence and can advise you of the tax implications of the sale. If you’re needing to hire a CPA, bring someone on board who’s had experience in those matters.

What’s left? You may want to consider consulting with a benefits expert, especially if you offer a pension plan to employees, to ensure you’ll be able to meet your obligations in the event of a sale. And if your business involves chemicals or other hazardous materials, it’s a good idea to have an environmental consultant at the ready.

As you’ve already seen, it can take a village to properly sell a business. Following the suggestions discussed in this chapter will go a long way into transforming a routine deal team into a high-powered dream team.