A reference for sellers, buyers and advisers

How online businesses change hands in Europe

This site sets out the practice of business brokerage as it is applied to online companies: the mandate, the preparation, the search for candidates, the negotiation and the transfer. It is written as a reference rather than as a sales document.

The handbook

Twelve chapters, in the order a transaction actually runs.

• 01
  The mandate: what a broker is engaged to do

  A mandate is the agreement that turns an adviser into a representative. It sets out what will be done, in whose name, for how long, and under which restrictions.

• 02
  Preparing a business for the market

  Preparation decides how a business is received. Two companies with identical results can land very differently depending on how the story and the paperwork have been organised.

• 03
  The information memorandum

  The memorandum is the document that turns interest into a conversation. It has one job: to let a serious candidate decide whether the business is worth their time, without handing away what makes it work.

• 04
  Setting an asking figure and a range

  An asking figure is a negotiating position, not a valuation. It is chosen to attract the right candidates and to leave room for the concessions that a process always demands.

• 05
  Finding and screening buyers

  The search is where a mandate earns its keep. Publishing a listing reaches people who are already looking. Approaching a list reaches the ones who were not.

• 06
  Confidentiality and staged disclosure

  Confidentiality is not a document; it is a sequence. Information is released in stages, and each stage costs the candidate something before the next one opens.

• 07
  From indication to offer

  Negotiation in a business sale is less an argument about one number than an ordering exercise: which points are settled first, and which are left until the parties have invested enough to want a result.

• 08
  The term sheet

  A term sheet writes down what the parties believe they have agreed, before lawyers turn it into contracts. Most of it is not binding, and it still determines the outcome.

• 09
  Due diligence

  Due diligence is a structured search for the difference between what was represented and what is there. Well run, it confirms a deal. Badly run, it becomes an open-ended fishing trip.

• 10
  Asset deal, share deal and what sits between

  Structure is the first commercial decision in a transaction and the one most often taken last. It changes the tax outcome, the risk that transfers and the work involved in completing.

• 11
  How buyers fund a transaction

  How a buyer funds a purchase shapes what the seller ends up with. A funding structure that looks like the buyer's problem is, in practice, a shared one.

• 12
  Signing, transfer and handover

  Signing is a legal moment; the handover is an operational one. They are rarely the same day, and the gap between them needs its own plan.

Three other sections

Valuation methods

Five approaches, what each measures and where each stops being useful.

European markets

Country notes on channels, structures and buyer profiles across eight markets.

Glossary

Forty-six terms that appear in transaction documents, defined in plain language.