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Capittal Research
M&A, valuation and corporate tax insights.
Practical guides, sector analysis and criteria for preparing company acquisitions, sales and valuations.
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Capittal's view: I have sold my company, what do I do with the money?
The decision about the sale proceeds is not taken after closing, it is taken before: the structure you sell through fixes whether the price lands in your personal account or in a holding company's. The expensive mistake is not picking the wrong investment, it is having been paid through the wrong vehicle.
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Capittal's view: when to sell a company and when to wait
The best moment to sell is not set by the owner's tiredness or by the macroeconomic headline, but by what the business can prove: a sustained EBITDA track record, reduced dependence on the owner and a management team that runs the company without them. When your own timing and the market's do not coincide, preparation is what decides.
Capittal opina
Capittal's view: can I sell my company with a tax audit or litigation open?
You can sell a company with a tax audit or litigation open: buyers reject unknown risk, not quantified risk. The contingency is measured in three layers and absorbed through escrow, indemnity, price adjustment or insurance.
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Capittal's view: from headline price to bank account, what do I actually take home?
The headline price is not the money that reaches your account. Between the two sit net financial debt, the working capital adjustment, escrow, adviser fees and taxes.
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Capittal's view: share deal or asset deal, which suits the seller?
The seller wants to sell shares and the buyer wants to buy assets, because that choice decides who keeps the tax, employment and contractual history of the company. The argument is not settled by changing the paperwork, but with price and with warranties.
Capittal opina
Capittal's view: the buyer wants me to finance part of the price
A vendor loan is common in the Spanish mid-market, but it turns the seller into the worst-paid and worst-secured creditor in their own sale. It is only acceptable with enforceable security, a market rate of interest, limits on subordination and acceleration events you can actually trigger.
Capittal opina
Capittal's view: do my personal expenses in the company cut the price?
An owner's personal expenses inside the company do not cut the price by themselves: being unable to document them does. An identified, evidenced private cost is added back to EBITDA as a normalisation adjustment, while a cost you cannot explain stays inside EBITDA and is multiplied by the multiple against you.
Capittal opina
Capittal's view: how the price is split between shareholders
The price in a company sale is not split by shareholding percentage but by what each shareholder contributes to getting the deal closed. What decides the split is not fairness between partners: it is the shareholders' agreement you signed years earlier, and specifically whether it contains a drag-along clause.
Capittal opina
Capittal's view: every decision you face when selling your company
Selling a company is not one decision: it is around thirty linked decisions, and the final price is set by the ones taken before the first offer arrives. This guide orders them by the point in the process and gives the short answer to each one, with the full analysis in the Capittal's view column.
Capittal opina
Capittal's view: the buyer walked away after the LOI, what can you do?
An LOI is almost entirely non-binding, so compensation for a walk-away is rare. What you can enforce is confidentiality, exclusivity, non-solicitation and cost sharing.
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Capittal's view: how to sell your company without the market finding out
Confidentiality in a sale is not guaranteed by the NDA: it is guaranteed by the design of the process, with information released in phases and buyers approached in waves.
Capittal opina
Capittal's view: how to sell a company that depends on the owner
Founder dependence does not prevent a sale. It moves price from closing to the future, and that is fixed in the previous 12-18 months.