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VIEWPOINT / THE CLARION NOTE

Before the term sheet: the decisions that shape a sale process.

By Mara Ellis / Managing Partner

5 MIN READ / EDITABLE FIRM PUBLICATION

01 THE ISSUE

The most important choices in a sale process are often made before the first term sheet arrives. A clear internal position gives leadership a stronger basis for evaluating interest, maintaining pace, and protecting what matters after completion.

AUTHOR / MEFORMAT / VIEWPOINT

A sale process works best when the shareholders, board, and management team are aligned on more than valuation. They should understand the future role of the business, the conditions that would make an offer compelling, and the points on which flexibility is limited.

That alignment gives the deal team a practical decision framework. It helps them separate questions that genuinely require leadership attention from issues that can be managed through a disciplined process, and it reduces the risk of revisiting core assumptions late in the negotiation.

The legal work should support that clarity. Early planning around governance, incentives, diligence readiness, and the likely transaction perimeter allows the business to engage with confidence when the right opportunity emerges.

Editor’s note. This article is a general perspective for business leaders. It does not constitute legal advice and should be adapted to the facts of a specific matter.

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