Chris Spratling
Whether you’re the founder-owner of your business or the appointed CEO leading on behalf of shareholders, preparing a company for sale is one of the most defining leadership challenges you’ll ever face. It’s the ultimate test of stewardship, strategy, and legacy—and, when done well, it can deliver life-changing results.
Yet despite the potential rewards, the statistics are sobering. Around 65% of businesses that go to market never sell, and of those that do, three-quarters of owners regret the outcome within 12 months. Deals collapse, valuations disappoint, and too often, leaders leave hard-earned value on the table.
Why? Because most fail to prepare early enough—or at all.
The truth is that value is not created in the sale process; it’s realised there. Whether you own the business outright or are responsible for maximising shareholder value, the earlier you prepare, the greater your control, confidence, and outcome.
Drawing on insights from my book The Exit Roadmap and over three decades of leading and advising SME and mid-market transactions, here’s how CEOs – both founder and employed – can prepare their business for a sale that delivers on every level.
“Around 65% of businesses that go to market never sell at all, and of those that do, three-quarters of owners regret the outcome within 12 months.”
Step 1: Redefine Your Role Before You Sell
One of the most common deal-breakers is overdependence on the CEO. Buyers are not looking to purchase you; they’re looking to purchase a machine that runs without you.
For an owner-CEO, this means professionalising leadership so the business thrives independently of your daily involvement. For an employed CEO, it’s about ensuring investors and the board can see that succession, stability, and culture endure beyond your tenure.
Ask yourself:
- Could the business run effectively for three months without me?
- Who makes the critical decisions when I’m not around?
- Do clients, suppliers, and staff trust the wider leadership team – or just me?
If the honest answer points toward dependence, you have work to do.
Your goal is to create an enterprise that’s process-driven, not personality-led. In The Exit Roadmap, I refer to this as ‘founder proofing’ -making your business operationally and commercially independent of your presence. Buyers will always pay a premium for a company that runs seamlessly without its CEO at the centre of every conversation.
Remember, succession is not an HR exercise. It’s a strategic enabler of value.
Step 2: Focus on the True Drivers of Value
Valuation doesn’t just ‘happen’. It’s the outcome of strategic discipline over years, not months. In The Exit Roadmap, I identify ten drivers of business value—the levers that determine how much a buyer will pay and how confident they feel in doing so.
Here are five that make the biggest impact:
- Recurring revenues. Predictable, contracted, or subscription-based income streams give buyers confidence in future cash flow.
- Diversified client base. No single customer should account for more than 10% of turnover. Concentration risk is one of the first red flags a buyer spots.
- Protected IP and processes. Trademarks, proprietary software, and defensible systems demonstrate a competitive moat.
- Robust financial controls. Clean, timely, and transparent financials reassure investors that performance is real, not narrative.
- Scalable infrastructure. Buyers want growth potential without heavy reinvestment in systems, teams, or capital.
For owner-CEOs, these drivers dictate the difference between a ‘comfortable’ exit and a transformational one. For professional CEOs, they’re the foundation of shareholder trust – and, ultimately, your leadership reputation.
A simple but powerful action: commission an independent Exit Readiness Review. This forensic audit will reveal the gaps buyers would find and give you time to fix them long before due diligence begins.
Preparation doesn’t just mitigate risk; it multiplies value.
“No CEO successfully navigates an exit alone. It’s complex, technical, and emotionally charged. Assembling the right advisory team is non-negotiable.”
Step 3: Understand and Anticipate Your Buyer
Not all buyers value the same things. Some prize client portfolios and revenue streams; others pay premiums for strategic fit or intellectual property. Knowing your ideal buyer type early allows you to shape the business accordingly.
In The Exit Roadmap, I categorise five key buyer types:
- Trade buyers: Competitors or complementary businesses seeking growth through acquisition.
- Private equity firms: Financial buyers looking for scalable, systemised assets that generate strong returns.
- Management buyouts (MBOs): Your internal leadership team purchasing the business.
- Employee Ownership Trusts (EOTs): Employee-led ownership, often with significant tax advantages.
- Family offices or high-net-worth individuals: Long-term investors seeking consistent returns and stable assets.
Your role as a CEO, whether owner or appointed, is to align your preparation with what each buyer type values most.
- Trade buyers want synergy and integration potential.
- Private equity demands scalable systems and recurring profit.
- MBO and EOT structures need leadership depth and cultural continuity.
The earlier you understand this, the more intelligently you can position your business. Think like a buyer long before one appears. When alignment exists, price follows.
Step 4: Orchestrate Competitive Tension
The best exits rarely happen through a single suitor. The presence of multiple interested, qualified buyers creates competitive tension, which drives valuation, improves terms, and accelerates timelines.
For owner-CEOs, this means resisting the emotional pull of the first ‘good offer’. For employed CEOs, it’s about demonstrating strategic rigour – showing shareholders you’ve explored all options and maximised market appetite.
Competitive tension doesn’t happen by chance. It requires orchestration:
- Identify a shortlist of high-quality, strategically aligned buyers.
- Craft a compelling investment narrative and data-backed information memorandum.
- Use skilled advisors to manage confidentiality and engagement while fuelling interest.
Think ‘auction mindset’, not ‘private sale’. Even if you end up with one winning bidder, the presence of others ensures momentum—and that momentum protects value.
As one of my clients discovered, the difference between a single offer and three competing bidders was not 10% – it was 40%. The market rewards competition, not complacency.
Step 5: Prepare Meticulously for Due Diligence
If competitive tension is the value accelerator, due diligence is the stress test. It’s the most rigorous examination your company will ever undergo – and the phase where many deals falter.
Every contract, liability, compliance process, and operational system will be scrutinised. The aim is simple: buyers seek to confirm that what they’ve been told is both accurate and sustainable.
Owner-CEOs must accept that ‘close enough’ isn’t close enough. That supplier agreement you’ve been running on trust? Put it in writing. That IP registered in your name? Transfer it to the company now.
Employee-CEOs, meanwhile, must ensure the board sees they’ve anticipated every question. Thorough due diligence not only protects value but enhances your leadership credibility.
Core preparation steps:
- Secure, documented contracts with customers, suppliers, and staff.
- Reconcile management accounts to audited figures.
- Verify tax, ESG, and risk compliance documentation.
- Resolve any potential disputes or contingent liabilities in advance.
Remember: buyers don’t walk away because they dislike your story – they walk away because they discover something you didn’t disclose.
Step 6: Build a World-Class Advisory Team
No CEO successfully navigates an exit alone. It’s complex, technical, and emotionally charged. Assembling the right advisory team is non-negotiable.
Your core team should include:
- Corporate finance specialists to structure the deal, run the process, and manage buyer engagement.
- Commercial lawyers to negotiate contracts and protect against post-sale risk.
- Tax and wealth planners to ensure the net proceeds match your long-term objectives.
For owner-CEOs, the danger lies in over-delegation, which can lead to losing control of a process that only you can effectively lead. For professional CEOs, the challenge is coordination: managing costs, aligning advisers, and maintaining transparency with shareholders.
Treat advisers as strategic partners, not saviours. They bring expertise; you bring clarity of vision.
Ultimately, it’s your name on the deal, and your legacy in the outcome.
Step 7: Never Underestimate the Human Factor
A successful exit is not just a financial event; it’s a human one. Behind every deal are relationships, emotions, and identities.
For owner-CEOs, selling the business you built can trigger a profound identity shift. You’ve spent years being ‘the business’. When that ends, it can leave a void. Many entrepreneurs experience what I call post-sale whiplash: the sudden realisation that the business has moved on and they haven’t planned for what comes next.
The answer is to plan early. Define your ‘day after’. Whether you envision another venture, philanthropic work, or simply time freedom, clarity prevents regret.
For employed CEOs, the personal question is different but no less significant: What will this deal say about my leadership? Will I remain post-sale to guide the integration, or is this the moment to transition? Negotiating your future and defining what success looks like for you should be part of your early planning.
The most successful CEOs treat exit readiness as a leadership mindset, not a financial milestone. They lead both their business and themselves through transition with clarity and composure.
Step 8: Start Earlier Than You Think
If there’s one universal truth about exits, it’s this: you can’t start too early. But you can start too late.
The best-prepared businesses are those that embed sale-readiness into their culture years before they ever go to market. That means clean financials, scalable systems, low dependency on key personnel, and consistent year-over-year growth.
In The Exit Roadmap, I share the story of ‘James’, a client whose company sold for 50% more than a near-identical competitor’s because he started preparing 36 months earlier. His financials were pristine, leadership autonomous, and systems audit-proof. The other owner? Reactive, not proactive – and paid the price.
Whether you plan to sell in one year or ten, start now. Building a sale-ready business gives you options: to exit, refinance, or simply sleep better knowing you could.
Treat it like marathon training: slow, deliberate, compounding progress that pays off in the final mile.
“One of the most common deal-breakers is overdependence on the CEO. Buyers are not looking to purchase you; they’re looking to purchase a machine that runs without you.”
Beyond the Hype: The CEO’s Real Role in an Exit
Forget the headlines about unicorn valuations and nine-figure exits. For 99% of businesses, success is not about hype; it’s about execution.
The real job of the CEO is to build an organisation that is always saleable – one that could change hands tomorrow without disruption. That’s true leadership.
Your mandate is clear:
- Face the numbers and act on them.
- Build operational independence from your leadership shadow.
- Systemise growth and institutionalise knowledge.
- Orchestrate competition, not dependence.
- And above all, start early.
Do this, and you won’t just achieve a successful exit; you’ll build a business that thrives, with or without you.
Final Thoughts: One Chance to Get It Right
Selling a business is the ultimate leadership test. It crystallises years of decisions, sacrifices, and ambition into a single event that defines your legacy.
Done well, it secures wealth, opportunity, and freedom — for you, for your people, and for the next chapter of the business’s journey. Done poorly, it can erode value and leave lasting regret.
So don’t wait for the perfect time. Build the systems, leadership, and resilience today that will make your company attractive, valuable, and ready.
Because when the moment comes, you won’t get a second chance to do it right.
And in the end, the most successful CEOs don’t just sell their business — they exit on their terms, with pride, purpose, and value fully realised.
Biography
Chris Spratling, founder of Chalkhill Blue, is an entrepreneur, business coach, and author of The Exit Roadmap: The Insider’s Guide to Selling Your Business Profitably. He advises CEOs and founders across the UK on growth, succession, and exit strategy.
