How to prepare your company's Human Resources department to maximise its competitive advantage

The human factor determines the success or failure of any technology transaction. Buyers do not just purchase products or technology; they invest in teams capable of executing the post-acquisition growth vision. They evaluate the strength of the team, the clarity of roles, the dependence on the founder, and the organisation's ability to operate smoothly during the transition and after closing.

Therefore, HR preparation is one of the factors that best protects valuation and accelerates due diligence. A stable, well-organised and motivated team reduces uncertainty and conveys the idea that the buyer is acquiring a platform that is ready to scale.

In this guide, we detail how to transform the Human Resources function into a competitive advantage that accelerates closing, protects valuation, and facilitates integration.

Key steps to prepare people for the sale of your company

Question 1: Leadership and succession

Strengthen leadership and reduce dependence on the founder. Buyers want to know that the company will continue to operate the day after closing.

• Do you have a management team beyond yourself as the founder?
• Are the roles clearly defined?
• Do you have a succession plan?
• Can your company operate without the current owner?

If the business cannot function without a specific person, the risk of value leakage is high and the buyer will adjust the price. Develop succession maps for each critical position, identifying both internal successors and necessary external profiles.

Question 2: Talent retention and contracts

Employees who are difficult to replace require specific retention plans. Retention is one of the buyer's main concerns.

• Have you identified your key employees?
• Do they have adequate contracts (confidentiality, assignment of inventions, non-competition where applicable)?
• Are staff turnover levels stable?
• Do you have plans to retain critical talent during the operation?

Showing stability data is showing control. Evaluate each employee based on their impact on the business and how difficult they would be to replace. Schedule one-on-one meetings with talented individuals to assess their satisfaction and anticipate risks. Document these meetings and the resulting actions, creating a history that demonstrates proactive talent management.

Question 3: Employment documentation

• Do you have your employment records and agreements in order (contracts/offers, consultants, capital granted)?
• Are relevant clauses (golden parachutes, substantial severance payments) identified?

Enter into contractual agreements that include robust confidentiality clauses, detail the transfer of intellectual property and, where permitted by law, specify reasonable non-competition periods. The rule is simple: if it is not documented, the buyer assumes the risk.

Question 4: Compensation benefits and compliance

Internal consistency reduces conflicts in integration.

• Do you have competitive remuneration and/or benefits systems in line with market standards?
• Do you have documented plans and policies?
• Do you comply with labour regulations (overtime, classification of contractors, immigration regulations)?
• Have you resolved your HR issues?

Clarity prevents surprises and post-closing discussions. Formalise all compensation and benefits policies in an updated handbook that specifies: base salary structure and review criteria, bonus and commission calculation mechanics, standard benefits and eligibility, holiday and leave policies, and wellness or flexible benefit programmes.

Question 5: Culture and organization

A healthy culture facilitates integration and retention.

• Do you have a clear organisational structure (updated organisational chart)?
• Is your corporate culture strong?
• Do you measure employee engagement through surveys and feedback?

A strong culture, communicated transparently, sustains morale even in times of change. Start by documenting an up-to-date organisational chart that reflects clear reporting lines and defined areas of responsibility, and reinforce emotional commitment through personalised development plans, high-impact projects and participation in strategic planning.

Next steps: checklist for the Human Resources department

Effective preparation of the Human Resources area requires months of structured work. Begin by conducting an honest assessment of your company's current situation and prioritise actions based on their impact on valuation and ease of implementation.

We recommend establishing a exit readiness committee that includes HR, finance, and operations to ensure cross-functional alignment. Schedule monthly progress reviews and adjust priorities according to market developments and your exit objectives.

At Baker Tilly's Tech M&A division, we have developed a self-diagnostic tool and working templates that significantly speed up this process. Our methodology, refined through more than 300 transactions in the technology sector, identifies the specific value drivers for your situation and maximises the return on every hour spent in preparation.

The optimal time to begin preparation is now, regardless of your exit horizon. Companies that invest in professionalising their HR processes not only obtain better valuations, but also operate more efficiently, attract better talent and scale with less friction. Preparing for sale is, in essence, preparing for sustainable growth.