Due diligence findings do one of three things: reduce the price, produce a retention or indemnity, or expand the warranties you carry personally. All three are avoided by the same work — done before a buyer is in the room, rather than under time pressure inside an exclusivity period.
The Six That Matter Most
Contracts. Key customer and supplier relationships covered by current written agreements. Unwritten contracts, or contracts that expired years ago and continue by habit, are the most common finding in an Irish SME sale and the one that most reduces price — a buyer paying for a customer base cannot see what they are buying. The lease. Read it: how long is left, does it permit assignment, are there change-of-control provisions, and is anything in breach. Landlord consent is the most common cause of a completion date moving. Personal guarantees. List every one — bank, landlord, lessors, supplier accounts. Selling does not release them. IP and domains. Owned by the company, not by you personally or registered to somebody’s private email. On a share sale, anything held personally does not come with the company at all. Employment terms in writing, with contractor arrangements documented. Key-person dependency — the quietest price reducer of the lot.
The One Nobody Wants to Do
Write an honest list of what a buyer will find that you would rather they did not. The instinct is to hope it will not come up. It will, and being found out is a materially worse position than raising it yourself — partly because it colours the tone of the rest of due diligence, and partly for a technical reason that matters enormously: a matter properly disclosed is generally carved out of the warranties, and a matter not disclosed is one you have effectively warranted against. Raising your own problems is not weakness; it is how a seller limits personal exposure. On timing: key-person dependency and contract documentation take months rather than weeks, which is why this list belongs a year or two before a sale rather than the week a buyer appears. And on structure: settle the asset-or-share question with your accountant before heads of terms, because it is very difficult to revisit afterwards.
The free readiness check runs these questions and produces a gap list ordered by what will delay the deal or reduce the price. It runs on your own device and nothing is stored.
Thinking about selling in the next year or two? 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.
No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.
Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.
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