NOETHERS / FOUNDER GUIDE
Before an exit.
A working list for the period before signing, through closing and the first decisions afterwards.
For discussion with your own qualified professionals. Not personal investment, legal or tax advice.
01 / WHAT TO BRING
Build the fact file
Make one private inventory for your professional team; do not send sensitive documents through this site.
- Cap table, option and share agreements, vesting terms and any pledged or restricted shares.
- Indicative transaction terms: consideration, escrow, earn-outs, holdbacks and expected timing. Mark what is still uncertain.
- Existing commitments, debt, near-term spending and the people financially dependent on you.
- Where you, your family and the relevant entities live or operate; where assets and transaction counterparties sit.
02 / WHO / WHAT TO ASK
Put the right people in the room
Ask each professional what they own, which facts they need and what depends on another answer.
- Transaction counsel: signing obligations, warranties, restrictions and settlement mechanics.
- Qualified local tax and legal advisers in relevant jurisdictions: reporting, ownership and succession questions before irreversible steps.
- Company finance team and existing banking contacts: expected flow of funds, account capacity and authorised signatories.
- Family or trusted decision-makers, where appropriate: shared priorities, boundaries and who needs to approve what.
03 / WHAT TO DECIDE
Sequence the decisions
A timetable is more useful than trying to settle everything at once.
- Before signing: identify decisions that cannot be undone, missing facts and the advisers accountable for resolving them.
- Between signing and closing: confirm payment instructions independently, account readiness, obligations and a contingency for a delayed closing.
- At closing: reconcile actual proceeds against the agreed terms and document any escrow, deferred payment or retained equity.
- Immediately afterwards: set aside known obligations and near-term needs; defer long-term investment decisions until the facts and priorities are clear.
04 / WHAT CAN WAIT / TAKE FORWARD
Take this into the meeting
A concise agenda for counsel and your existing advisers.
- What must be decided before signing, and what may wait until after closing?
- Which assumption would change the timeline or the amount available?
- Who verifies payment details, ownership records and post-closing obligations?
- What is still unknown, who will answer it and by when?