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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: 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.

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Capittal's view: a buyer wants exclusivity, should I grant it?
Exclusivity is not a procedural step before due diligence: it is the only concession a seller makes before being paid, and it switches off their competitive tension. Grant it after the letter of intent, with price and structure agreed in writing, for a short term and with any extension tied to milestones.

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Capittal's view: how long do I have to stay on after selling my company?
A seller's stay-on period is not set by the buyer's distrust but by how much the business depends on the owner and how much of the price is deferred. It is negotiated alongside price, documented in its own contract and paid for separately.

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Capittal's view: mistakes that reduce the price when selling a company
The mistakes that cost the most price are not made at signing but months earlier: unnormalised EBITDA, a single buyer and offers compared on the headline figure. We go through the mistakes made before going to market, during the process, in the negotiation and on timing, and what each one costs.

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Capittal's view: my last year was weak, should I sell or wait?
A weak year does not stop you selling, it stops you selling without explaining it: what moves the price is not your last set of accounts but the trajectory the buyer can project forward. Waiting a year only pays off if you fix the cause during those months, because waiting without fixing anything simply adds another weak year to the record.

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Capittal's view: search funds and Spanish SMEs, opportunity or risk
A search fund is neither a private equity fund nor a trade buyer: it is one or two people buying a single company in order to run it, with investors behind them and financing that only closes at the end. For the seller that changes the risk, the timetable and what to demand before opening the books.

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Capittal's view: I have two offers for my company, how do I know which is better?
The headline price is not comparable between two offers: the only comparable figure is the net cash you receive on completion day, once net debt, the working capital adjustment, escrow, earn-out, fees and tax have been deducted. The conditional portion is valued separately, multiplied by its probability of payment and discounted for the time and the stay-on it demands.

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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.

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Capittal's view: sell to a third party or hand the company over to my children?
This decision is not settled by sentiment but on four axes: a real successor, tax, liquidity and concentration risk. The costliest mistake is deciding by default, without valuing the company first.

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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: what you sign with an M&A adviser, exclusivity, tail and exit
The mandate letter decides how much your adviser is paid, for how long and on what amount. The clauses that move money are the success fee base, exclusivity, the tail and the carve-outs.

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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.