Exit Planning in a Soft Market:
What Founders Need to Consider Early-On

A softer M&A market doesn’t mean opportunities aren’t out there, it just means preparation matters more. For founders eyeing an exit in the next 12 to 24 months, now is the time to get ahead of the curve.
We are seeing plenty of activity for high-quality, well-prepared businesses. Buyers may be more selective, but they are still writing big cheques for companies that can clearly demonstrate growth, resilience, and scalability. Starting 12-18 months out gives founders the space to shape the business and the narrative.
Management teams should focus on financials, second-tier management, scalability, and the cap table.
The first thing buyers look at are the financials. Having clear, credible financials highlighting strengths like recurring revenue, margin profile, and customer retention will put the company in the best light and increase the potential buyer’s confidence. Having clean, segmented data builds trust and speeds up the process.
Strong second-tier leadership is often overlooked by companies, but is key to buyers. Founder-led is important, but buyers want to know the business won’t fall over if the founder steps away. Empowering your team now strengthens your position later.
Scalability is also a key factor in creating a robust picture of your business. Ensuring scalable infrastructure i.e. a professionalised back office, a robust tech stack, and documented processes shows that the business can increase its capacity and is ready for its next stage of growth.
Complicated capitalisation tables are a red flag for buyers. Buyers who have to sift through a complex cap structures can cause concern about the cost and time needed for closing. Getting ahead of any equity or incentive plan complexity helps avoid surprises during diligence.
All of these ingredients help to build a compelling story for acquisition. The best exits aren’t just about numbers. They’re about telling a clear, convincing story about where the business is going and why the right buyer can take it to the next stage in its lifecycle.
Planning ahead gives founders more control over timing, valuation, and outcome. Even if a sale is not front-of-mind today, laying the right foundations now opens the door to better options when the time for an exit is right.
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