9 min read
“We often say that the very best deals die three times before they get done,” Joseph Radecki of KPMG told founders. Selling a company is rarely a straight line, and the founders who come out well are the ones who prepared long before the first offer.
On October 15, 2026, we hosted the Fall 2026 M&A Bootcamp, emceed by Nicola Corzine, CEO and executive director of the Nasdaq Entrepreneurial Center, which works alongside 147,000 entrepreneurs. Kieran Ryan of Wells Fargo opened with a view of the M&A market. Min-Yi Shih of the Asia Innovation Hub then moderated a sell-side panel with Radecki, Jack Hamilton of Wilson Sonsini, and Ryan. Maria Dayton of LG NOVA moderated a buy-side panel with John A. Milner of KPMG and Ross Tanaka of Wilson Sonsini. Here is what they want founders to know.
Key takeaways
- Prepare for a sale for years by running a healthy business, not by staging one for buyers.
- Clean up IP assignments, contracts, and approvals 12 to 18 months before a likely deal.
- When an unsolicited offer arrives, listen, commit to nothing, and call your board and advisors.
- Agreeing to exclusivity too early is the point where many sellers lose their leverage.
- Judge an offer on fit, structure, and certainty of closing, not just the headline price.
Why the advisors see room for M&A to grow
Kieran Ryan, managing director and head of financial sponsor M&A at Wells Fargo, said the question is no longer whether deals are coming back. “I think the market has reopened,” he said. The more useful question is how broad the recovery becomes and how long it lasts.
In his view, four forces are driving activity:
- The cycle: M&A cycles have historically lasted about six to seven years, and he placed the current one around year four.
- Large deals: big transactions have historically been a leading sign for the rest of the market. So far, “value has recovered much faster than volume,” which could leave room for more mid-size and smaller deals.
- AI: buyers and boards are asking whether their businesses will stay competitive five or ten years out, and M&A is one way to get the capabilities they need.
- Private equity: private equity firms are holding companies longer than usual and need to sell some of them to return money to their investors. That creates demand for quality companies, including founder-owned ones.
He also argued that boards have stopped waiting for perfect conditions, because “uncertainty is the new normal.” And deal activity tends to feed itself: “M&A tends to lead to more M&A and big deals tend to lead to smaller deals.”
Run the business for the long term, and invest in it
Radecki, a managing director at KPMG, described one founder team KPMG represented in a sale that had prepared well without building the company around a sale. They invested in the right financial reporting and controls, an enterprise resource planning system (software that runs finance and operations), and a customer relationship management system. That made diligence, the buyer’s deep review of the business, run more smoothly and gave the buyer more confidence in the numbers.
Ryan added a warning: do not make changes just to look better for a buyer, such as a sudden spike in promotions or ad spending. “Buyers tend to see through that,” he said, and you may be left owning the business if the deal does not close.
The panel’s checklist for the next 12 months:
- Build momentum: sustainable revenue growth and steady or improving margins. Missing your numbers in the middle of a sale process is one of the fastest ways to lose a buyer.
- Get IP assignments from everyone who built your product, especially a co-founder who has left. Buyers often make missing assignments a condition of closing.
- Set up a data room, a secure online folder of your key contracts and documents, before you need it.
- Build depth on your team and give key people reasons to stay, so the business does not depend on one or two founders.
- Know who has to approve a sale, including any investors whose approval your documents require.
Jack Hamilton, a partner at Wilson Sonsini, said diligence in an M&A deal can be about 10 times the level of a financing round. Issues that were acceptable to venture investors “quickly become things that chip away at price,” he said.
What to do when an unsolicited offer arrives
The panel agreed on the first rule: acknowledge the inquiry, but do not respond with substance. “Take the call, listen. It never hurts to listen. Make no commitments,” Radecki said.
Then follow these steps:
- Buy yourself time and figure out who is asking and what kind of deal they want.
- Loop in your board and legal counsel before you engage. Hamilton said this is almost always right, both legally and for the relationship. “If you upset your board on day one, this is going to be a more painful process.”
- Sign a transaction-specific nondisclosure agreement (NDA), not just a commercial one, before you share sensitive information. Some buyers are on a “fishing expedition,” Hamilton warned.
- Do not agree to exclusivity too early. Once you agree to talk only to one buyer, usually for 30 to 90 days, “you’re just kind of out of the market,” he said.
- Create competition. “Every buyer would like nothing more than to be the only party you’re talking to,” Radecki said. Within two weeks of one inbound offer, his team has lined up conversations with six other potential buyers.
It also helps to know who is calling. Radecki said strategic buyers, operating companies in your industry, usually reach out with a clear thesis. Larger private equity firms often have teams making calls to see who will pick up the phone.
Ryan compared the two types of buyers to home buyers. A strategic buyer is like a family buying a home to live in for the long term. Private equity is closer to a house flipper, planning improvements and a sale in roughly five to seven years. Both can deliver value, but they will judge your company differently.
Min-Yi Shih, CEO of the Asia Innovation Hub, who moderated the panel, added one more step from personal experience going through an acquisition: do your own diligence on the buyer, including what they have bought before and why.
The highest price is not always the best deal
“The number of times we’ve run a process and had the high bidder not win at the end of the day is many times,” Radecki said. Culture, fit for the team, and the buyer’s plans for your company often outweigh a small difference in price.
Hamilton said the headline price is only one part of the deal. Look at how you will be paid, how certain the deal is to close, and how the business will run between signing and closing. One common surprise: many deals are priced “cash-free, debt-free,” meaning debt is subtracted from the price. Some buyers try to count deferred revenue, payments customers made in advance for work you still owe, as debt, which lowers what you receive. He recommends negotiating that early.
Before you choose a buyer, ask about their past acquisitions, how those companies performed, and whether you can talk to those founders. And if you will keep working in the business, Ryan suggested a simple test: “Can you have a beer with this person?”
When buying another company is the right move
The second panel turned to growth through acquisition. Maria Dayton, senior director of capital partnerships at LG NOVA, part of LG Electronics, said AI is changing the build versus buy decision, because companies can now build more internally and evaluate targets faster.
Speed is often the reason to buy, said Ross Tanaka, a partner at Wilson Sonsini. In fast-moving areas like AI, he said, technology can become outdated within a year. But John A. Milner, a principal in KPMG’s Deal Advisory practice, said a deal has to do more than catch you up to competitors: “It actually has to move you forward, just not faster.”
The panel’s advice for founders considering their first acquisition:
- Know your why and your non-negotiables before diligence starts, and stay disciplined. Fatigue and the fear of missing out both lead to bad decisions.
- Use financial diligence to plan how you will run and integrate the business, not only to check the books.
- Make sure your own operations are stable first. Milner called M&A “incredibly disruptive” and a marathon that lasts through integration.
- Plan for people from day one: who reports to whom, how pay and benefits carry over, and how you will keep key employees. “As soon as you start squeezing their people, that’s when trust starts to fail,” Tanaka said.
- Expect integration, not price, to decide success. “You are buying a car, but then you have to go drive it,” Tanaka said.
Start your deal-readiness list this week
You do not need an offer in hand to start. This week, pick two items from the checklist above, such as confirming every IP assignment or setting up a data room, and get them done. Then write down the advisors you would call the day a buyer reaches out.
Preparing for a sale or a raise goes better alongside founders on the same path. Milestone Makers alumni have raised $1B+, and the program has served 400+ founders. It is a free, competitive 12-week cohort for high-growth founders working on fundraising, scaling, and hiring. For more free sessions, browse the Center’s Community Classes.
Watch the full M&A Bootcamp recording.
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