What Separates a Smooth Transaction From a Painful One

Two businesses of comparable size and quality can go through a sale and come out with completely different stories. One completes close to the agreed terms, on something like the original timetable. The other takes twice as long, gives up value along the way, and leaves the owner exhausted.

The difference is rarely the market or the buyer. It usually comes down to work that was either done or not done before anyone made an offer, and to how the seller handles the problems that surface once diligence begins.

The Work Done Before Anyone Makes an Offer

Diligence does not create problems. It finds them. Unpicked shareholder paperwork, informal customer arrangements, unreconciled management accounts and undocumented related-party transactions are all far easier to deal with in the year before a process than in the six weeks after Heads of Terms.

Founders who have been through it tend to make the same point. The Gut Stuff, the London gut-health brand, was acquired by the Swiss group Hero for an undisclosed sum, announced on 22 April 2026.

Speaking afterwards at an industry lunch, co-founder Alana Macfarlane Kempner advised other founders to keep their files in order from day one, because "disorganised records will kill you in due diligence", and to keep "the cap table clean". It is unglamorous advice from someone who had just been through the process.

Numbers That Reconcile, Every Time

Buyers form a view of management from the quality of the information they receive. A management pack that does not tie back to the statutory accounts invites questions about everything else, and every unexplained difference costs both time and credibility.

Financial information is also where a sale can create liability long after completion. Liberty Global Transaction Solutions reported on 13 November 2024 that accounting and financial issues "made-up only 14% of notifications to date yet represented 59% of the dollars paid or reserved" across its warranty and indemnity claims, at an average of "around $15.5m per claim". Those are the insurer's own figures for its own book of policies, in US dollars, and they largely concern deals well above the size we advise on. The pattern is still worth knowing at any deal size: problems in the numbers are comparatively rare, and disproportionately expensive when they do arise.

A Problem Found Late Costs You Time, and Time Is Leverage

Every business has something awkward in it. A buyer told early, in the seller's own words and with a plan attached, will usually absorb it. The same fact arriving in week ten lands differently. There is no time left to put it right, and the buyer knows the seller is in no position to walk away.

What lost time does to a sale is easiest to see at the extreme. MJ Hudson Group, an AIM-quoted financial services group, spent the winter of 2022 working through questions from its auditors, and by April 2023 was selling divisions in an accelerated process. Its own announcement recorded what that cost: "The requirement for speed ruled out a number of bidders", and shareholders were warned that little or nothing was likely to be left for them once creditors had been paid.

Most situations are nowhere near that severe. The direction of travel is the same one, and a seller with no time does not really have a process. They have whichever buyer is still standing.

Advisers Who Work as One Team

A transaction runs across corporate finance, law, tax and accounting at the same time. Where those advisers do not talk to each other, the seller becomes the messenger, the legal drafting drifts away from the commercial deal, and the same question gets three different answers.

The remedy is unremarkable and it works: one adviser coordinating, a single document list, and a lawyer who has done deals of this size before. Owners who appoint on fee quotes alone tend to pay the difference back in weeks.

Protecting the Owner's Own Capacity

The business still has to perform while the sale runs, and buyers watch current trading closely. An owner absorbed entirely in diligence for three months often finds that the numbers supporting the valuation have softened, which is a poor position from which to negotiate.

Delegating what can be delegated, deciding early who internally will be told and when, and accepting that the process will take real time all help. So does a realistic view of the personal side. Selling something you built is not a purely commercial exercise, and pretending otherwise tends to produce worse decisions at the moments that matter most.



Summary

Smooth transactions are largely made before they start: clean paperwork, numbers that reconcile, early disclosure of the awkward items, advisers who work together, and an owner with enough capacity left to keep trading well. Painful ones are often the same deal without that groundwork, and, as MJ Hudson's accelerated sale showed in public view, a seller who has lost control of the clock has lost most of the leverage with it.

At La Salle, we spend time with owners well before a process begins, working out what diligence will ask and dealing with it while there is still time to deal with it. Preparation does not remove every difficulty, but it decides whether a difficulty is a conversation or a crisis.

If you have questions regarding any stage of the sales process, reach out in confidence and we'll be happy to talk you through the process.