Exit timing: Strategy over sentiment
By Jon Meadmore and Shea Thompson
A well-prepared exit strategy enables business owners to maximise value and achieve their objectives by aligning timing, readiness and market conditions.
Disclaimer: This article is for general information only and is not financial or investment advice. Please seek guidance from a licensed financial adviser or professional before making financial decisions.
In brief
Selling a business isn’t just about numbers; it’s about timing and strategy. The businesses that achieve premium outcomes aren’t lucky, they’re prepared. This article sets out the legal levers that control your timetable and how to engineer certainty in an uncertain market.
Why sellers decide to exit
Owner objectives
Sellers’ decisions are shaped by both strategic and personal considerations. Differences in timelines, risk tolerance or long-term goals among owners can complicate negotiations and impact transaction value. Personal drivers, such as age, health, succession planning or the desire to reduce risk, can also influence the outcome of an exit. Establishing early alignment on these objectives will help position the business for a more successful outcome.
Growth constraints
Sometimes the business hits a ceiling. Growth slows, competition intensifies or new capital is required to scale. If owners are not prepared for the next stage, selling or bringing in a partner may be the best way forward. However, waiting too long can also cost you. Strategic capital or acquisition can unlock growth, but only if the business is positioned for it.
When to hold off
Short-term turbulence? Hold. Temporary dips, whether driven by market cycles, operational hiccups or leadership transitions, can distort value. Buyers will price in risk and sellers may leave money on the table. The better approach is to stabilise operations, address key gaps and strengthen your position. A well-timed sale, after challenges are resolved, often delivers a better outcome.
When it's time to act
Structural decline? Move. Declining margins, disruptive competition or capital constraints that cannot be resolved internally may signal the need to sell. In these situations, delay can be costly. A well-structured sale, even in a challenging market, can preserve value and unlock opportunity. For many sellers, strategic alignment, liquidity or a clean exit outweigh the risks of waiting.
Market opportunities
Valuation cycles, sector consolidation and inbound buyer interest can create windows of opportunity, but they do not last forever.
Being “exit ready” means having a few key elements in order, including:
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Corporate structure: Ensure the structure is clean and straightforward.
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Material contracts: Review all contracts for provisions that could impede a sale, such as change-of-control, non-transferability or termination rights triggered by an exit.
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IP ownership, compliance and regulatory standing: Confirm that ownership, compliance and regulatory matters are in order.
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Financial hygiene: Maintain accurate accounts and normalised earnings.
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Key person risk: Have a succession plan in place.
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Due diligence: Prepare all key documents in advance.
The best exits aren’t reactive; they’re engineered.
What happens after the sale
Deal architecture as a timing tool
Selling a business is a major financial event. The structure of the deal determines how you are paid, how much tax you pay and when you receive the proceeds. Whether the transaction involves rollover equity, deferred consideration, earn-outs, vendor financing or tax-efficient distribution mechanisms, the architecture of the deal should reflect broader financial and personal objectives. The right structure absorbs timing tension (seasonality, audit timetables, forecast risk) instead of stalling momentum.
While investment strategy sits outside legal scope, we work closely with sellers and their advisers to ensure the transaction framework supports long-term goals, whether that’s reinvestment, philanthropy or succession planning.
Your exit, on your terms
You can't control markets, but you can control readiness. Once the gating items are cleared and buyers can see a credible path to completion, timing becomes a calendar exercise, not a market guess. When personal goals, business needs and market conditions align, it is worth exploring your options. If you are considering an exit, start with strategy, not sentiment.
If you are considering a business sale or would like tailored advice, please contact our Corporate & Commercial team. Our team is available to provide expert guidance and support at every stage of your exit journey.