The offer isn't the proceeds. The terms are.
Founders negotiate headline enterprise value. Buyers negotiate everything else: working capital peg, earnout structure, vendor loan, escrow, warranties, tax treatment, lock-up, non-compete. Each clause moves the net proceeds — often by more than the headline multiple does.
We work through every lever before you sign anything.
What we score on every transaction.
Each item below is scored RAG — red, amber, green — plus a euro-at-risk estimate. The red and amber items become the negotiation punch list.
- Cash at completion
The headline that actually lands in your account.
After repaying debt, trapped cash, leakage provisions, and any price adjustments agreed before signing. Often 15–20% below the EV headline for leveraged businesses.
- Working capital peg
The most underestimated adjustment mechanism.
A peg set 10% above your normalised average costs you nothing at signing and potentially millions post-close. We model the true-up and propose a peg you can defend.
- Earnout achievability
Not what it pays — what it will actually pay.
Earnout metrics set by a buyer in their own documentation almost never maximise founder proceeds. We reframe the metric, the measurement period, and the acceleration trigger before the term sheet locks in.
- Vendor loan / deferred consideration
Cash now versus risk later — priced properly.
If you carry a vendor note, it carries risk. We quantify the discount and structure the rate, security, and default trigger so the expected value is comparable to upfront cash.
- Escrow vs. W&I insurance
Cash held back is cash not received.
A well-structured W&I policy can eliminate or materially reduce the escrow requirement — releasing cash to you at closing rather than 18 months later, subject to no claims.
- Warranties, indemnities & MAC
Where the headline erodes post-close.
Broad warranty packages and unlimited indemnity caps create contingent liabilities that price-adjust the deal years after closing. We map the exposure and propose a cap and basket structure that is market-standard — not buyer-standard.
- Tax treatment & structure
Share sale versus asset sale is a question of tax, not preference.
For Switzerland and France, we model the after-tax proceeds under the applicable regime — participation exemption, holding structure, cantonal nuances — and flag structures worth testing with tax counsel before the LOI locks the deal form.
- Lock-up, non-compete & earn-in
Your time is worth something. We price it.
Post-close commitment requirements carry personal opportunity cost. We benchmark the market standard for your sector and jurisdiction, and structure the compensation — or the exit — accordingly.
Three proceeds views. One negotiation punch list.
Headline → certain → risk-adjusted → after-tax.
A single document that shows what the offer actually means in three states — and which clauses are responsible for the gap between the number the banker presents and the number that lands in your account.
Ranked by euro-at-risk, not by clause number.
The items where pushing back has the highest expected value — prioritised so your legal counsel knows where to spend time and where the negotiation is marginal.
Are you actually happy with this in three years?
A scenario model across realistic outcomes — earnout misses, W&I claims, working capital true-ups — so you sign with a clear view of the downside, not just the headline.
Insurance or holdback — modelled for your deal.
A side-by-side comparison of the expected cost of W&I insurance versus escrow cash release, with a recommendation and the coverage level it implies.
After-tax proceeds by structure — CH or FR primary.
A comparison across deal forms — share sale, asset sale, holding structure, rollover — with after-tax numbers by jurisdiction. Not legal advice; a model to brief your counsel with.
Live model: earnout + vendor loan + deferred consideration.
An interactive workbook that updates expected value as assumptions change — useful in live negotiations where counter-proposals arrive quickly and need a number in minutes.
Before the LOI locks the structure. Not after.
Once an LOI is signed, the deal form — share or asset sale, earnout or clean exit, escrow amount — is largely fixed. Renegotiating structural points post-LOI is possible but expensive: it signals bad faith and costs legal time. The window to shape the deal is between term sheet receipt and LOI execution.
We can also run a full Whole Transaction Maximiser review on a draft SPA before signing — catching warranty exposure, working capital trap, and escrow structure while there is still time to negotiate. But the earlier the engagement starts, the more levers are still in play.
Received a term sheet? Run the proceeds bridge before you respond.
A 30-minute session to map the levers in your specific deal and identify where the negotiation has the highest expected value. Confidential — share as much or as little of the term sheet as you're comfortable with.