Exiting Right – How to get the best outcome from the selling process

Financial Advisory

05 October 2023

advisersAssetConsumer DutyFinancial AdvisoryRegulationWinning Advisers

Expert: Alex Canham, Partner, Herrington Carmichael Facilitator: Roderic Rennison, Partner, The Catalysts LLP


  1. For a sale to be successful, there needs to be an alignment of interests
  2. To get the best outcome from the selling process:
  • Prepare in good time before a sale
  • Appoint professional advisers in good time
  • Conduct reverse due diligence on the acquirer



Alignment of interests:

  • What are the seller’s “red lines”?
  • Who are they selling to?
  • What is the acquirer buying? (Assets or shares?)
  • What are the acquirer’s plans for the business?


Clarity of terms:

  • How will the price be calculated – and (potentially) adjusted?
  • How will the terms be recorded?
  • What are the seller’s obligations after the sale?


Key considerations on exit:

  • What are the legal risks for me as a seller?
  • Advice and regulatory compliance
  • The role of consumer Duty
  • Warranties and Indemnities


Other key considerations on exit:

  • Deferred consideration – “visibility and control”
  • Have sight of the accounts and other documents
  • Right to dispute
  • Controls
  • Security
  • Preparatory work
  • Proactive due diligence
  • Secure key advisers
  • Manage client expectations


Limitations on liability:

  • The role of Professional Indemnity Insurance
  • Time Periods


Key takeaways:

  • Prepare and know what your “redlines” are
  • Proactively audit your business
  • Ensure certainty on price and adjustments
  • Capped liability and control during the deferred period