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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: when I sell, do my contracts, lease and bank facilities survive?
A share sale keeps the same company as the contracting party, so most contracts survive unless a change-of-control clause says otherwise. The ones that do carry such a clause (key customers, banks, landlords, licences) should be reviewed before going to market, not during due diligence.
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Capittal's view: a company valuation is not the sale price
A valuation sets a reasonable range for negotiating; the market sets the price and the equity bridge sets what the seller actually banks. How enterprise value, sale price and certain money differ.
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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.
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Capittal's view: the buyer cuts the price after due diligence, what can you do?
A price cut after due diligence is only legitimate when there is a documented finding, quantified in euros and affecting future earnings. Anything else is tactics, and it is answered with a trade or by walking away.
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Capittal's view: I want to sell just one business line or subsidiary, how does it work?
Selling a business line or a subsidiary requires genuinely separating it before you sell it, not just signing a deed. Price is decided by the line's standalone EBITDA and by the costs left stranded in the parent.
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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.
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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.
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Capittal's view: what happens if a shareholder does not want to sell the company
Two shareholders out of three cannot force the third to sell their shares unless the shareholders' agreement includes a drag-along clause.
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Capittal's view: what happens to your personal guarantees when you sell your company
Your personal guarantees are not extinguished when you sell the company. They stay alive until the bank or the supplier releases you in writing.
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Capittal's view: one customer is 45% of your sales, can you sell?
You can sell with one customer at 45% of revenue. The price is not discounted outright: it shifts towards earn-out and deferred payments.
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Capittal's view: what to do if a competitor offers to buy your company
An unsolicited offer from a competitor is not answered with a yes or a no: it is answered by opening a controlled competitive process.