M&A sell-side preparation checklist
What owners should prepare before running a sell-side process.
Before a sell-side M&A process, prepare a business overview, financials, an analysis of customer concentration, key contracts, management and HR information, legal and tax documents, IP and technology details, and a complete, well-organised data room.
Sell-side preparation checklist
Business overview
- Company, products, markets and strategy
Financials
- Audited statements and management accounts
- Normalised earnings / adjustments
Customer concentration
- Revenue by customer and retention
Contracts
- Material customer, supplier and lease contracts
Management team
- Org chart and key-person dependencies
Legal
- Corporate, litigation and compliance records
Tax
- Tax filings and any open matters
HR
- Headcount, contracts and obligations
IP & technology
- Owned IP, licences and systems
Data room
- Indexed, access-controlled virtual data room
How Matchpoint supports
We prepare materials, map and approach buyers under NDA, and run a confidential, competitive process. See the M&A advisory guide and M&A practice.
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Related pages
Frequently asked questions
A business overview, financials, customer-concentration analysis, key contracts, management and HR information, legal and tax records, IP details and a complete data room.
Competitive tension and credible preparation materially affect price and deal certainty.
Well before launch — preparation sits ahead of the typical 4–9 month process from mandate to completion. Normalising earnings, resolving legal or tax loose ends and reducing key-person dependencies all take time, and issues fixed before buyers see them protect both price and certainty.
Financial quality and customer concentration: audited statements, normalised earnings and revenue by customer, because dependence on a few customers directly affects value and deal structure. Material contracts and key-person dependencies in the management team usually follow in early diligence.
Through NDA discipline and staged information release: counterparties are screened before anything sensitive is shared, sign an NDA before receiving detailed information, and access the data room under controlled, audited permissions. Limiting who inside the business knows also matters until the deal is firm.
Last updated: July 2026.
Discuss a mandate
Speak to a partner about how this applies to your transaction. A partner responds personally, typically within one business day.
