Start with the buyer’s plan for ownership, control, and your role after closing. Ask which legal entity will buy the firm, who will own that entity, who will control the board, and which decisions require your consent. Clarify how much of the sale price will be paid in cash, how much may depend on future performance, and how much equity you are expected to retain or reinvest. Ask what rights come with retained equity, how it could be diluted, and whether you could be asked to contribute more capital later.
Get specific about operating expectations. Who will approve senior hires, compensation, project selection, and spending? Who will supervise technical quality and professional practice? Ask whether the firm’s name, offices, software, and client teams may change. Discuss how the buyer expects to handle client relationships, staff retention, and growth targets, and what happens if those targets are missed.
Understand the financing. Ask how much debt the buyer expects the business to carry, whether any debt will sit at the firm level, and whether you could be asked to provide a personal guarantee. Have counsel explain any restrictions, default terms, or obligations tied to your continued employment. Request references from owners who have completed comparable transactions, then speak with them independently about the buyer’s conduct after closing.
Before sharing detailed information, ask about the diligence schedule, confidentiality protections, requested exclusivity, and the people who will access your records. Have transaction counsel review proposed terms and a CPA assess tax effects. Compare the full proposal with other paths, including continued independent ownership or a partial sale. Treat projected growth and a future exit as uncertain until the terms and risks are clear.
Ask how the buyer expects the firm to operate after closing, what role you and other principals would hold, how decisions and investment priorities would be set, and what happens to employee leadership. Request clear terms for consideration, rollover ownership, future sale rights, and any conditions tied to payment. For example, ask who can approve hiring, compensation, or a new office, and how disagreements would be handled. Have an attorney and CPA review the proposed terms, and compare the buyer's answers with the written documents.
This is general education, not legal, tax, investment, or engineering advice; licensed PE judgment and local codes govern.
