Introduction

Most deals fail before they start. Why? Poor preparation. In M&A, documentation is not admin, it is strategy. It builds trust, accelerates execution, and protects your leverage. If you are planning to raise funds, acquire, or exit, preparation is your negotiation weapon.

Why preparation matters

Every gap costs time, credibility, and often millions. Investors and buyers do not just look at your numbers, they look at your readiness. A well-prepared entrepreneur signals professionalism, reduces risk, and creates momentum. In Belgium, where caution and diligence are the norm, this is non-negotiable.

The three pillars of deal readiness

1. Strategic Readiness

- Clear deal rationale: Articulate why this transaction makes sense now, aligning with your long-term strategy and market conditions.

- Valuation backed by benchmarks: Use industry comparables and recent transactions to support your valuation, and be prepared to explain your methodology.

- Risk mapping: Identify and assess potential deal-breakers: legal, financial, operational, HR, and regulatory risks and develop mitigation strategies.

- Shareholder alignment: Ensure all key stakeholders are informed and supportive before negotiations begin to avoid last-minute surprises.

- Target identification and prioritisation: If you are a buyer, create a shortlist of targets based on strategic fit, value drivers, and deal feasibility.

- Success metrics: Define what a successful deal looks like (e.g., synergies, growth targets, integration milestones) and how you will measure it post-closing.

2. Process Control

- Process letter with clear rules: Set expectations for all parties, including confidentiality, exclusivity, and communication protocols, to avoid chaos and misunderstandings. In Belgian mid-market transactions, a well-crafted process letter also creates competitive tension among buyers, helping to maximise value.

- Transaction timeline: Develop a realistic project plan with key milestones, deadlines, and contingency plans for potential delays or failed conditions precedent.

- Advisor team ready: Assemble a team of legal, financial, tax, and sector experts who can execute under pressure and provide specialist advice at each stage.

- Due diligence planning: Map out a comprehensive due diligence process covering financials, legal, commercial, HR, IT, and environmental aspects. Assign responsibilities and set deadlines for information requests and reviews.

- Stakeholder communication plan: Prepare messaging for employees, customers, suppliers, and regulators to maintain trust and minimise disruption.

3. Documentation Excellence

- Executive summary and business plan: Present your story in a sharp, investor-friendly format that highlights value drivers and future potential.

- Annual accounts and interim statements: Ensure your financials are up-to-date, accurate, and transparent, ready for scrutiny by buyers or investors.

- Complete dataroom: Organise all key documents: cap table, contracts, intellectual property, litigation history, compliance records, and financial reports, so there are no missing pieces and due diligence can proceed smoothly.

- SPA and key terms preparation: Be ready to negotiate and draft the Share Purchase Agreement, including representations, warranties, indemnities, earn-outs, non-compete, and non-solicitation clauses.

- Post-closing integration plan: Develop a roadmap for integrating operations, systems, and teams to preserve value and achieve synergies after the deal closes.

So what?

Preparation is not paperwork, it is power. It is the difference between a deal that closes fast and one that drags for months or collapses entirely. At dups, we turn preparation into a competitive advantage so you maximise value and minimise risk.

The dups approach

We do not just tick boxes, we build strategy. As a boutique M&A firm for Belgian entrepreneurs, we combine financial, legal, and governance expertise under one roof. Whether you are raising capital, acquiring, or preparing to exit, we sit next to you, anticipate risks, and deliver clarity under pressure.

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