What Founders and Sellers Often Overlook Before an Exit
- By : Wong Mei Ying
- Category : Due Diligence, Linkedin Post, Mergers and Acquisitions
Due Diligence
Most founders or sellers are caught off guard when lawyers ask simple but important questions during legal due diligence:
- Has the resolution been properly passed / shareholders’ and board approval obtained for a past transaction undertaken by the target company?
- Was the agreement entered by the target company stamped on time?
These may look like “tick-the-box” matters but overlooking them can delay a deal.
Buyers typically don’t want to inherit compliance issues from the past, especially if they may be exposed to penalties and liabilities after acquiring the companies.
I have seen buyers request:
- rectification of non-compliance before completion;
- payment to be held back until issues are resolved; or
- indemnities from sellers to cover the risk.
Negotiation and rectification of these issues take time and money and weaken the sellers’ position.
What looks like a minor compliance issue today may become a sticky negotiation point tomorrow.
In M&A, the big numbers grab attention.
But it’s the “boring” details that complete the transaction.
This post was first posted on LinkedIn on 21 September 2025.
