Define your decision criteria before comparing buyers
Business.gov.au asks sellers to confirm that selling is the right decision, decide what is included, value the business, find buyers, negotiate, prepare the contract, address employees, and complete tax and transfer obligations. Translate that process into seller priorities before buyer discussions create pressure.
- cash at completion, certainty, tax, costs, and retained risk
- clean exit, handover, retained equity, consulting, employment, or vendor finance
- employee, management, brand, customer, supplier, and location preferences
- acceptable diligence, exclusivity, conditions, approvals, and confidentiality risk
- future ownership, governance, capital allocation, and control
Convert broad goals such as legacy into testable questions. No buyer category can guarantee brand, employee, timing, price, or future ownership outcomes.
Use an evidence-based buyer scorecard
| Dimension | Evidence to request | Risk to investigate |
|---|---|---|
| Identity and authority | acquiring entity, ultimate owners, controllers, decision makers, advisers, and approvals | unclear principal, shifting entities, undisclosed intermediaries, or no authorised decision maker |
| Funding | equity, debt, conditions, security, approvals, and stage-appropriate evidence | conditional funding described as certain or material conditions disclosed late |
| Economic terms | value basis, cash, debt, working capital, escrow, earn-out, vendor finance, and retained equity | headline figure without a complete bridge or seller exposure controlled by the buyer |
| Conditions | diligence, finance, approvals, consents, exclusivity, termination, and target dates | open-ended diligence, broad withdrawal rights, or repeated retrading without new evidence |
| Operating plan | brand, locations, systems, customers, suppliers, management authority, and investment | assurances that conflict with the proposed structure or integration plan |
| People and transition | employing entity, process, key roles, seller duties, authority, remuneration, and end point | promises before advice or unbounded seller obligations |
| Track record and conduct | relevant transactions, seller and manager references, confidentiality, accuracy, and issue handling | curated evidence only, bypassing advisers, or inconsistent statements |
Compare proposals on a common basis
Business.gov.au notes that potential buyers may obtain their own valuation and that negotiation and contract preparation are separate sale stages. Two proposals are not comparable until the value basis, assets or shares, cash, debt, working capital, tax, conditions, deferred amounts, security, and seller obligations use common definitions.
Model downside cases. Ask what happens if completion is delayed, working capital differs, an earn-out target is missed, funding changes, a warranty claim arises, or vendor finance is not repaid.
Read the Australian valuation guide and transaction-structure guide before comparing headline figures.
Verify ownership, authority, funding, and references
- confirm the proposed acquiring entity and ultimate ownership
- identify board, lender, investment committee, partner, or shareholder approvals
- understand each equity and debt source and its remaining conditions
- ask who owns commercial decisions, diligence, and transaction documents
- obtain references relevant to the proposed ownership and operating model
- test whether previous statements, conduct, and documents remain consistent
ASIC explains that shares represent ownership of a company, while shareholders do not own the company's assets. Confirm whether the buyer proposes to acquire shares or assets and which entity will carry the obligations.
Turn people and legacy concerns into specific questions
Business.gov.au states that employees may move to the new business or their employment may end, and that awards or enterprise agreements can add requirements. Do not accept or make employee promises before the structure, industrial instruments, process, and buyer authority are understood.
- What exactly does the buyer intend for management, employees, brand, locations, customers, and suppliers?
- Who controls each decision after completion?
- What could cause the stated plan to change?
- What evidence exists from previous acquisitions?
- Which commitments can be documented and monitored?
- What are the limits of any commitment?
Apply the same evidence standard to PermaTech as to any other buyer.
Use decision gates before granting exclusivity
- Fit: minimum financial and non-financial requirements are met.
- Identity: ownership, authority, advisers, and conflicts are understood.
- Funding: evidence and remaining conditions match the stage.
- Terms: the complete value bridge and retained risk have been modelled.
- Operating plan: people, brand, locations, management, and investment are specific enough to assess.
- References: relevant prior conduct has been checked.
- Advice: Australian legal, tax, accounting, valuation, employment, and other advisers have reviewed the proposed path.
Exclusivity is not completion. Define its scope, duration, milestones, information access, costs, and termination rights with legal advice.