The Moment a Client Says They Are Thinking About Selling: What an M&A Attorney Should Do Next

Treat the comment as the start of an engagement

The comment usually arrives sideways. It comes at the end of a call about a lease renewal, or in the parking lot after a shareholder meeting, or as a question about what a competitor's company sold for. Owners rarely announce a decision. They test the idea on someone they trust, and the attorney is often the first professional to hear it.

The traditional response is to listen, express interest, and offer to introduce a banker or broker. That response feels generous, and it ends the attorney's involvement in everything that happens before a letter of intent. The banker takes the owner through valuation, preparation, marketing, and offers. The attorney comes back when a buyer has already been selected and the price is already set.

The better response is to treat the comment as the first conversation of a six-phase engagement: discovery and readiness, valuation, marketing materials, buyer matching and outreach, offers, and negotiation through close. The attorney does not need to commit the client to anything in that moment. The attorney needs to say one sentence: "Before you talk to anyone else, let's spend an hour on what a sale would look like and what the company is worth." That sentence keeps the attorney in the room for every decision that follows.

The first conversation: five questions that set the scope

The scoping conversation should take about an hour and should answer five questions. The attorney leads it; the client answers.

First, why now? Retirement, health, a partner dispute, a buyer who called, or fatigue each produce a different process. A buyer who called means there is already a number on the table and a clock running. A retirement with a three-year horizon means preparation can come first.

Second, what does the owner need from the sale? An owner who needs $8 million after tax to retire and an owner who wants to roll equity into a larger platform will evaluate the same offer differently. The number matters before the valuation, because it tells the attorney whether a sale at the likely range even solves the owner's problem.

Third, who else knows? Spouse, partners, the CFO, a key employee. Confidentiality planning starts here, not at the NDA.

Fourth, what has the owner already heard about value? Most owners carry a number from a peer, a conference, or an unsolicited letter. The attorney should write that number down, because the valuation phase will either confirm it or replace it, and the owner's reaction to the gap will shape the whole engagement.

Fifth, what does the owner think happens next? Most owners assume the only path is a banker or a direct negotiation. This is the moment to describe the third path: a process run by counsel, at hourly or fixed fees, with a targeted buyer list and a structured offer round.

Week one: the engagement letter and the intake list

If the owner wants to proceed, the attorney should send two documents within the week. The first is a scoped engagement letter that covers the process phases, not only the purchase agreement. The letter should describe what the firm will do in each phase, how it will be billed, and what the client decides at each gate. It should state plainly that the firm's compensation is not contingent on a transaction closing. The firm should confirm its own position with its own counsel on how the federal M&A broker exemption and state rules apply to the activities it takes on and the fees it charges, and the engagement letter should reflect that position. The federal statute includes specific conditions and excluded activities, so the exemption is not a blanket authorization for every sale-process activity. [1]

The second document is the intake list: the questionnaire and the document request. Three years of financial statements, the current year to date, customer concentration, the org chart, material contracts, leases, the cap table, and any prior offers or valuations. A paralegal can send the request and track what comes back. The attorney reviews what arrives and begins to see the company the way a buyer will see it.

One thing the attorney can do this week with a client already on the books: send the intake list to a client who has mentioned selling in the past year, framed as readiness work. The owner who was testing the idea gets a concrete next step. The attorney gets a data room before anyone else does.

Week two: a preliminary range before anyone talks to a buyer

The second week belongs to valuation. The attorney does not need to be a valuation expert to set a range; the attorney needs the client's normalized EBITDA, a defensible multiple range for the industry, and an understanding of what adjustments a buyer will accept and reject. For illustration, a client with $3 million of adjusted EBITDA and a defensible range of five to seven times would see an indicated range of $15 million to $21 million. The attorney's job is to explain the range, the adjustments behind it, and the gap between the range and the number the owner carried into the first conversation. A defensible valuation considers the business, industry, financial condition, earnings capacity, and other relevant facts rather than applying a universal formula. [2]

The preliminary range does three things. It tells the owner whether the sale solves the problem identified in question two. It tells the attorney whether readiness work could move the company toward the top of the range. And it gives the owner a reference point before any buyer, banker, or broker offers one. An owner who has a range from counsel before an inbound buyer names a price negotiates from a different position than an owner who learns value from the buyer.

What not to do in the first thirty days

Three mistakes recur. The first is letting the owner respond to an inbound buyer before the range exists. A reply that says "we are not for sale, but I would consider the right offer" invites a low number and starts the clock on a one-buyer negotiation. The right reply is that the owner's counsel will respond, which buys time and signals a process.

The second is skipping the engagement letter because the work feels preliminary. Unscoped hours in the first month become a dispute later and leave the attorney without a defined role when a banker is introduced by someone else.

The third is building the buyer list from the owner's memory. The owner knows competitors and a few acquirers who have called. A more complete list can use documented acquisition criteria and, where verified, relevant acquisition history, including private equity platforms and family offices the owner has never heard of. That list is a phase-four task, but the attorney should set the expectation in week one that the list will be broader than the owner's contacts.

How Acquivo Pro fits

Acquivo Pro gives the attorney the tools for the first two weeks on one login: a client questionnaire and a branded document portal under the firm's name where the intake request appears and uploads happen once, and a deterministic valuation engine that produces a preliminary range across 21 industry verticals from the data the client provides, with every figure traced to its source. From there, the same platform generates the teaser and CIM, builds a prospect list tailored to the client from the data room, company website, questionnaire, and documented criteria, and tracks NDA, IOI, and LOI flow. Software prepares, organizes, matches, and tracks; the attorney and the client decide and act. To walk through a process on a client you have in mind, request a demo through the Contact page.