Partner Michael Hurley on Preparing for a Successful Business Sale: Key Takeaways for Middle-Market Business Owners

Mentioned and Quoted

Business owners considering a sale often focus on market conditions and valuation trends. However, according to Michael B. Hurley, Partner and Corporate and Finance Practice Vice Chair at Calfee, Halter & Griswold LLP, the factors that most significantly influence transaction success are often the ones that require years of preparation before a company ever goes to market. 

During the recent Cincinnati Business Courier Mergers & Acquisitions Forum, Michael shared several practical insights for owners navigating today's M&A environment. 

Start Exit Planning Earlier Than You Think

Michael emphasized that many business owners are not adequately prepared for succession or exit planning. Citing industry research, he noted that only a small percentage of business owners are in the advanced stages of succession planning. Preparing a company for sale, optimizing financial performance, and positioning the business for maximum value is often a multi-year process rather than a last-minute initiative. 

Build a Business That Can Thrive Without the Owner

One of the most important drivers of value, according to Michael, is a strong management team. Buyers want confidence that the business can continue operating successfully after closing. Investing in leadership and demonstrating that the company is not overly dependent on the owner can significantly improve buyer interest and transaction value. 

Focus on Deal Structure, Not Just Purchase Price

Michael cautioned owners against evaluating a transaction solely on headline purchase price. The ultimate economics of a deal can be heavily influenced by working capital adjustments, indemnification provisions, earnouts, and other transaction mechanics. Experienced legal, financial, and tax advisors can help identify risks and preserve value throughout the process. 

Preparation Reduces Risk After Closing

Thorough diligence preparation remains critical. Michael highlighted the importance of detailed and accurate disclosure schedules, noting that while the process can be time-consuming, it can significantly reduce the likelihood of post-closing disputes and indemnity claims. Anticipating buyer concerns and preparing for scrutiny before entering the market can help transactions proceed more efficiently and successfully. 

Experienced Advisors Create Value

Throughout the discussion, Michael repeatedly emphasized the importance of engaging experienced M&A advisors early in the process. Whether addressing valuation, diligence, negotiations, financing structures, or post-closing obligations, seasoned advisors help business owners avoid common pitfalls and navigate increasingly sophisticated buyers. 

The Bottom Line

Michael's key message centered on the idea that successful exits are built years before a transaction begins. Business owners who invest early in succession planning, strengthen management teams, improve financial reporting, and engage experienced advisors are generally better positioned to maximize value and achieve their long-term objectives. 

Read the full article here.

---

With 50+ dedicated attorneys, the Corporate and Finance practice group at Calfee, Halter & Griswold LLP is one of the largest and most prolific in Ohio, handling a significant number of complex and sophisticated business and financial transactions for clients across the country and around the world. Calfee has a sophisticated and robust Mergers and Acquisitions, Divestitures, and Sales practice that annually consummates hundreds of M&A transactions, led by an active private equity client base and a large roster of public and significant privately held corporate clients. These financial and strategic buyers, coupled with our deep investment banking representations and relationships, drive a thriving and diverse M&A practice at Calfee. 

Calfee, Halter & Griswold LLP is a full-service corporate law firm with 170 attorneys and professionals in offices in Cleveland, Columbus, Cincinnati, and Indianapolis. Calfee serves clients in the Midwest, nationally and globally in the areas of Corporate and Finance, Employee Benefits and Executive Compensation, Energy and Utilities, Estate and Succession Planning and Administration, Government Relations and Legislation, Intellectual Property, Labor and Employment, Litigation, and Real Estate Law. Calfee has been recognized as a leading law firm by Chambers USA 2026 in Antitrust, Banking & Finance, Construction, Corporate/M&A, Employee Benefits & Executive Compensation, Energy & Natural Resources, Environment, Government Relations, Insurance, Intellectual Property, Labor & Employment, Litigation: General Commercial, Litigation: White-Collar Crime & Government Investigations, Public Finance, and Real Estate, and by Chambers HNW 2026 in Private Wealth Law. A founding member of Lex Mundi, Calfee offers international representation through a network of independent law firms with access to 22,000 attorneys located in more than 125 countries. Additional information is available at Calfee.com.