Rule 1
Buyers pay for future cash flow, not past effort.
Chapter 1 · The Hidden Reality of Selling a BusinessIsn’t selling my business like selling anything else?
Collected from the back of the book
The Seller’s Rules
Every chapter ends on a single idea worth remembering, a plain rule drawn from years of doing this work. All of those rules are collected in one place in the back of the book, so you can read them on their own as a quick map of everything that matters. There is also a glossary back there for any term that is new to you. Nothing in these pages needs a dictionary of jargon to follow, but when a piece of deal language shows up, you can look it up in a sentence.
Rule 2
Every buyer is evaluating risk first and opportunity second.
Chapter 2 · How Buyers Really ThinkWhat is the buyer across the table really thinking?
Rule 3
Proven earnings create value; potential only supports the story.
Chapter 3 · What Drives Value, and What Doesn’tWhat is my business actually worth?
Rule 4
Sell when business, market, and personal readiness align.
Chapter 4 · Why Timing Matters More Than You ThinkShould I wait one more year to sell?
Rule 5
Find your own problems before the buyer finds them.
Chapter 5 · The Sell-Side Quality of EarningsWhy would I pay to audit my own numbers?
Rule 6
If you can’t prove an add-back, it doesn’t exist.
Chapter 6 · Cleaning Up the Financials and Normalizing EBITDAMy books are fine. Why isn’t that enough?
Rule 7
Every risk left unresolved becomes a negotiation point against you.
Chapter 7 · Reducing Risk Before Going to MarketWhat will a buyer use to chip at my price?
Rule 8
The less the business depends on you, the more it is worth.
Chapter 8 · Building a Management Team Buyers TrustCan my business run without me?
Rule 9
Focus on what you keep, not what you sell for.
Chapter 9 · Pre-Sale Tax and Estate PlanningHow much of the sale do I actually keep?
Rule 10
The quality of your advisors often determines the quality of your outcome.
Chapter 10 · Building the Right Advisory TeamWho do I need on my side, and how do I choose them?
Rule 11
Let your banker run the transaction so you can run the business.
Chapter 11 · What an Investment Banker Actually DoesDo I need a banker, and what do they actually do?
Rule 12
Competition creates leverage.
Chapter 12 · Building the Buyer UniverseWho are the right buyers, and how many should I approach?
Rule 13
Every claim must be supported by evidence.
Chapter 13 · Crafting the NarrativeHow do I tell the story of my business to buyers?
Rule 14
One buyer creates negotiation; multiple buyers create opportunity.
Chapter 14 · Running a Competitive M&A ProcessHow does the sale process actually work?
Rule 15
Protect confidentiality as carefully as you protect value.
Chapter 15 · Managing ConfidentialityHow do I sell without word getting out?
Rule 16
Consistency builds credibility.
Chapter 16 · Managing Buyer Q&AHow do I handle the flood of buyer questions?
Rule 17
Look beyond the price and understand the terms.
Chapter 17 · Indications of Interest (IOIs)What do the first offers really tell me?
Rule 18
Buyers invest in people as much as numbers.
Chapter 18 · Preparing for Management PresentationsHow do I handle the meeting where buyers size me up?
Rule 19
Most of your leverage disappears the moment exclusivity begins.
Chapter 19 · Final Bids and Letters of Intent (LOIs)What am I really signing when I sign the LOI?
Rule 20
Protect your leverage even after selecting a buyer.
Chapter 20 · ExclusivityWhy is the period right after signing so dangerous?
Rule 21
Diligence rewards preparation and punishes surprises.
Chapter 21 · Confirmatory DiligenceWhat happens when the buyer looks under every rock?
Rule 22
The fine print determines the real economics of the deal.
Chapter 22 · Negotiating the Definitive AgreementsWhat am I actually agreeing to in the final contracts?
Rule 23
Structure matters as much as price.
Chapter 23 · Asset Sale vs Stock SaleShould I sell the assets or the stock?
Rule 24
Never give tax value away for free.
Chapter 24 · The 338(h)(10) ElectionWhy does the buyer want a 338(h)(10), and what does it cost me?
Rule 25
The right structure can create value for both sides.
Chapter 25 · F ReorganizationsWhat is an F reorg, and whose benefit is it?
Rule 26
Every tax benefit has negotiating value.
Chapter 26 · 754 ElectionsWhat is a 754 election, and should it be on the table?
Rule 27
Negotiate the methodology, not just the number.
Chapter 27 · Working CapitalHow much cash do I actually walk away with?
Rule 28
The deal is only worth what you ultimately keep.
Chapter 28 · Escrows, Indemnification, and Post-Closing RiskHow much of the price is really at risk after closing?
Rule 29
Stay focused until the funds clear.
Chapter 29 · Closing the DealWhat can still go wrong at the closing table?
Rule 30
Hope is not a collection strategy.
Chapter 30 · EarnoutsWill I ever actually see the earnout money?
Rule 31
Only reinvest what you can afford to risk.
Chapter 31 · Rollover EquityShould I keep a piece, and what is it really worth?
Rule 32
If you’re acting like a lender, think like a lender.
Chapter 32 · Seller NotesWhat happens when I have to finance my own buyer?
Rule 33
Measure success by after-tax proceeds.
Chapter 33 · Tax Planning: Protecting the Wealth You Just CreatedNow that I’ve sold, how do I keep the proceeds?
The Final Rule
A successful exit is not the end of the story. It is the beginning of a new one.
Final Chapter · Life and Identity After the SaleWho am I, and what do I do, once the business is gone?
The reasoning behind each rule
The rule is one line. The chapter is why.
Each rule closes a chapter that answers one question owners actually ask. The site shows the map. The book holds the reasoning.