How to prepare shareholder alignment for a successful sale

The first step in Exit Readiness

Alignment among shareholders is the most critical and least visible factor in the success of an M&A transaction. Before contacting investors or initiating any sale process, you need to build a solid internal consensus that transforms your group of shareholders into a cohesive negotiating team. When there is real alignment among founders, co-investors, and family, the sale process is transformed. Buyers perceive a well-organised company with a single message and clear execution capabilities. Due diligence proceeds smoothly, surprises are minimised, and last-minute renegotiations disappear. The team remains focused on the business while negotiations are underway, and relationships between partners are preserved throughout the process.

In M&A, a lack of internal alignment is one of the main reasons why a transaction is slowed down, becomes cheaper or fails outright. That is why preparation for sale — or Exit Readiness— always starts at home. In this article, we will guide you step by step through this fundamental process.

Step 1: Accurate and detailed list of shareholders

The first step towards alignment is to be absolutely clear about who owns what. Review and document your shareholder register, including not only share capital, but also all options, subscription rights, SAFEs, and any other convertible or dilutive instruments.

• Do you have a detailed and accurate list or register of shareholders?
• Are share capital, all types of options or rights, SAFEs and other instruments properly accounted for?

Ensure that all shareholders have the same information about the current and future capital structure. Surprises at this point generate immediate mistrust and can derail the entire process before it even begins.

Step 2: Alignment in the sales decision

Alignment requires explicit agreement on some fundamental dimensions. Define and agree to sell now and not at another time. Determine what percentage of the company is for sale and under what structure. Openly discuss preferences for cash, earn-outs, reinvestments, or combinations. Set a realistic timeline that all shareholders can support.

• Are the founders/major shareholders aligned on the decision to sell?
• About the percentage to be sold?
• Transition schedule?
• For executive partners, post-transaction retention period?

Clearly define the role and tenure of each managing partner in the post-transaction period. Buyers need to know who is staying, for how long, and under what conditions. Uncertainty on this point significantly reduces the perceived value of the company.

Step 3: Valuation expectations

Divergence in price expectations is the main cause of breakdowns in sales processes. Use market references and professional valuations to anchor expectations in reality. Identify and document the non-negotiable aspects for each shareholder. It is better to know these constraints at the outset than to discover them during the final negotiation.

• Do you have a clear and agreed valuation expectation?
• Is it consistent with market reality?

Step 4: Founder's transition

A company that relies excessively on its founder is worth less and more difficult to sell. Honestly assess which responsibilities and relationships remain centralised in you and design a plan for their gradual transfer to the team.

• Have you transferred your responsibilities as founder to the team?
• To what extent does your daily life depend on you?

Document critical processes, distribute key customer and supplier relationships, and demonstrate that the company can operate and grow without your daily presence. Buyers will pay a significant premium for companies with autonomous teams and institutionalised processes.

How can you tell if your company is ready to be sold?

Shareholder alignment is not ‘declared’; it is demonstrated with facts and documents ready for a process. It requires time, structured conversations and, often, professional mediation to reach lasting consensus. Exit Readiness does not begin with a call to investors, but with a conversation between partners. Getting your house in order—aligning expectations, structuring decisions, and documenting agreements—is the most effective way to protect the value of the company and increase the likelihood of a successful sale.

Investing in shareholder alignment generates measurable returns: faster processes, higher valuations and, above all, preservation of the relationships you have built over the years. If you want to know how ready your technology company is for sale, we offer a free tool that allows us to prioritise high-impact corrections, align everyone with the same script, and decide whether it is time to sell or whether it is better to prepare the company for a few more weeks.