Sellers worry about the wrong things. They worry that a soft trading year will be held against them, or that the premises look tired. What a buyer actually prices is uncertainty — and specifically, whether the thing being bought will still be there next year without the seller in it.
Four Questions Behind Every Diligence List
Will the customers stay? That is why written contracts matter so much more than sellers expect. A customer base held together by relationships and no paperwork is, to a buyer, an asset that might evaporate — and one they may be unable to keep if change-of-control or assignment provisions give the customer an exit. Will the business run without you? Key-person dependency is the quietest price reducer in any SME transaction. Where the business genuinely is the owner, a buyer responds with a lower price, a longer handover, or an earn-out that ties part of the seller’s money to performance after they have stopped controlling it. Can I actually get what I am buying? The lease, the licences, the IP, the key contracts — and whether each of them can transfer. What is hiding? Live disputes, Revenue queries, undocumented employment arrangements, informal shareholder understandings.
How Findings Turn Into Money
Three routes, and every one of them moves value from seller to buyer. The price drops, where a finding reduces what is genuinely being acquired. A retention or indemnity appears, where the buyer will not carry a quantifiable risk — money held back at completion, or a specific promise to reimburse if it crystallises. Or the warranties expand, meaning the seller personally stands behind something that could not be verified. That is the whole argument for fixing things beforehand: a seller with a documented business defends the agreed price, while a seller whose issues surface one at a time concedes on each, from inside an exclusivity period, with the buyer knowing there is no alternative bidder. Worth adding a point sellers find counterintuitive: a buyer who finds nothing becomes suspicious rather than reassured. Disclosing your own known problems early, properly and in writing produces a better outcome than a clean-looking file that unravels — and it is how warranty exposure is limited.
The single most useful preparation question: if I were buying this business from someone else, what would worry me? Sellers almost always know the answer, and almost always hope it will not come up.
Want the buyer’s list before the buyer runs it? Readiness check, or 01 5827148.
Richard O’Shea — Solicitor & TEP
Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn
General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.
Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.
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