Introduction

Yes, you can sell your business without guidance. But in practice, it is often riskier and far more expensive than expected. Complex deals are not just about price, they are about process. At dups, we have seen entrepreneurs lose money because of avoidable mistakes. Here are the five most common pitfalls and how to steer clear of them.

1. Underestimating preparation

No data room, outdated documents, unclear company history: these gaps stall negotiations or kill deals entirely. Preparation is not paperwork, it is strategy. A complete, well-structured data room builds trust, accelerates execution, and protects your leverage.

Belgian buyers and investors are cautious by nature. They expect clarity and compliance before committing. If your contracts are outdated, your IP is not properly registered, or your financials are messy, you signal risk. Risk translates into lower offers or, worse, a withdrawn deal.

What preparation really means:

- Clean financial statements with normalised EBITDA and clear revenue streams.

- Updated legal documentation: shareholder agreements, employment contracts, IP rights.

- Tax optimisation before the deal, not after.

- A compelling Information Memorandum that tells your growth story and positions your business as a premium opportunity.

2. Mispricing the deal

Too high and you scare off serious buyers. Too low and you leave money on the table. Either way, you lose credibility or value. Valuation is not guesswork, it is a mix of benchmarks, market logic, and negotiation dynamics. Get it wrong and the consequences are permanent.

The reality:

Entrepreneurs often anchor on emotional value rather than market benchmarks. Buyers, however, rely on multiples, discounted cash flow, and comparable transactions. If your price is unrealistic, you risk losing momentum and credibility.

How to avoid this:

- Use professional valuation models (DCF, multiples, scenario analysis).

- Benchmark against similar deals in Belgium and Europe.

- Factor in negotiation dynamics: earn-outs, warranties, and payment structures.

3. Choosing the first buyer without competition

Deals “between acquaintances” may feel convenient, but they limit leverage and negotiation power. Without competitive tension, you risk accepting unfavourable terms or missing better opportunities. A structured process attracts multiple buyers and maximises value.

Why this is a costly mistake:

One buyer sets the price, multiple buyers set the market. When you rely on a single offer, you lose the ability to negotiate from strength. Worse, if that buyer walks away late in the process, you start from zero.

What competitive tension looks like:

- A clear process letter and timeline that signals professionalism.

- Outreach to a mix of Belgian investors, European funds, and strategic buyers.

- Confidentiality protocols to protect sensitive information while creating interest.

At dups, we design processes that attract several qualified bidders. Our network spans Belgian entrepreneurs, private equity, and international growth investors. This competitive dynamic often improves price and terms, including earn‑outs and warranties.

4. Signing a LOI too fast, without protection

A Letter of Intent is not the finish line, it is the start of serious negotiations. Poor exclusivity terms or vague earn-outs are hard to renegotiate later. Every clause matters: from price structure to warranties. Rushing this step can lock you into a weak position.

Key risks:

- Overly broad exclusivity periods that give buyers too much control.

- Earn-out clauses without clear KPIs or timelines.

- Missing protections for post-closing liabilities.

5. Thinking it’s over after the LOI

The toughest part often comes next: due diligence, warranties, closing. This is where real tensions arise and where hidden risks can surface. Without expert guidance, you can lose momentum, value, or even the deal itself.

What happens post-LOI:

- Buyers dig deep into financial, legal, and operational details.

- Issues like pending litigation or tax exposures can derail the deal.

- Negotiations on warranties and indemnities intensify.

Why an M&A advisor changes everything

M&A advisory is not just about getting a good price. It is about structuring, anticipating, and securing every step of a complex process. It is about making the process effective through skilled valuation modelling, discipline, and legal knowledge. At dups, we combine financial and legal expertise under one roof, turning complexity into clarity. We sit next to entrepreneurs, manage negotiations, and deliver under pressure.

Our boutique model means we work with a select number of deals per year, ensuring full attention and speed. With our network of Belgian investors and European funds, we help you attract the right buyers and negotiate from a position of strength.

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