Selling your business can feel overwhelming, even if it’s something you’ve been thinking about for years. Between negotiations, due diligence, and a long list of moving parts, it’s easy to underestimate how much preparation really matters.
After closing several deals throughout 2025 and having countless conversations with industry-advisors and sellers across various industries, a few clear lessons stood out.
Whether a sale is on your radar now or somewhere down the road, these five takeaways offer practical insight into what helps deals run more smoothly, and what can make a meaningful difference in the final outcome:
- Get Your Professional Team Assembled and Involved Now
This is an evergreen lesson; entire articles and seminars can be (and have been) dedicated to sellers getting their house in order years before they ultimately decide to sell their business. We repeatedly see more successful outcomes for sellers who proactively approached the business succession process rather than reacting to an unsolicited Letter of Intent (LOI). The number one recurring theme from 2025 based on every deal I worked on and every conversation I had in the industry is that the sooner sellers assemble and involve their team of professionals, whether it be accountants, investment bankers or legal counsel, the better deal they will receive. So much can be accomplished prior to signing a LOI that will result in less headaches and more value for sellers.
- Cash Is Still King
Buyers, especially Private Equity, are very good at throwing out a large number for the purchase price, but only paying a percentage of the purchase price at Closing in cash. I tell my seller-clients each and every deal – the only cash you can count on in the transaction is the cash that is wired to your bank account on the day of closing. Earn-outs, promissory notes, and indemnity holdbacks are all common ways of buyers kicking the can down the road and deferring the purchase price. Rollover equity is another form of non-cash consideration common in M&A deals, but we see sellers generally preferring this concept. Skilled M&A advisors can help you negotiate the transaction to front-load the purchase price as much as possible.
- Started Using AI in Your Business? Get Ready to Disclose That
Seller’s representations and warranties are constantly evolving to reflect current events. We are currently noticing a trend with artificial intelligence (AI) representations and warranties, 2025’s hot topic. In short, if you started using AI in your business, you should get ready to disclose that to buyer during due diligence and in the Purchase Agreement. Buyers are sensitive to the confidentiality concerns of AI, given that most large language models (LLMs) are not “closed boxes” in terms of the information/data you input.
- Noncompete Provisions Are Still Effective
If you are selling your business, you can almost guarantee there will be prohibitions on competition and solicitation of employees/customers. Many of my clients are familiar with the FTC’s “ban” on noncompetes from 2024, but that ban is not presently in effect. Noncompetes are still common in M&A transactions and sellers should be prepared to accept these terms. Three to five years remains the most common timeframe I am seeing in Purchase Agreements.
- Maintain Landlord and Lender Relationships
If you lease the property where you operate your business, buyer is most likely going to need to assume that lease or enter into their own (more favorable) lease agreement with your landlord. Anytime you bring a third-party (like a landlord) into the deal you insert a non-controllable variable. A deal team’s worst nightmare is having everything ready to go for closing but being held up by a slow or non-responsive landlord. The same lesson applies to lenders in the M&A context. If you have a line of credit or term loan that is collateralized by the assets of the business, that loan will need to be terminated and that lien will need to be released at closing. The sooner you can get this done, the better. Thus, maintaining healthy relationships with third parties can go a very long way.
By planning ahead, surrounding yourself with the right advisors, and understanding today’s deal realities, sellers can reduce surprises and preserve value. These lessons from 2025 underscore one simple truth: preparation and perspective go a long way in helping transactions close smoothly, and on terms that work for you.
Matthew C. Cooper is a Partner in the Business and Corporate Law group at MacElree Harvey, Ltd., where he focuses on mergers and acquisitions, outside corporate counsel work, private placements, and business transactions for clients across all industries and stages of growth. Known for his client-first approach and deal-closing focus, Matt counsels owners, boards, and management teams on strategic planning and complex legal issues, helping them navigate everything from formation through exit.
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