The Smart Entrepreneur’s Exit Strategy: Hire a NED, Not a Banker (Yet)

Selling your business is a bit like planning a wedding: it takes far longer than you expect, costs more than you budgeted for, and someone always forgets the prenup.

Savvy founders are skipping the panic calls to bankers and pulling a smarter move – hiring a Non-Executive Director with M&A experience before the business is even on the market.

These NEDs have been through it. They’ve seen what sends buyers running for the hills and what makes them sit up and pay full price. They’ll quietly suggest your “creative” EBITDA add-backs might actually be laughable. Best of all, they do it for a modest board fee, not a £200k success fee plus five months of vague “strategic positioning.”

Why it works

Founders are experts in their sector. But most have never sold a business. And certainly not in a way that maximises value while keeping the process sane.

That’s where a NED comes in. They help shape the narrative long before the first offer lands. They point out the awkward skeletons in your P&L. They get the board behaving like a business that could be bought tomorrow. And when you eventually bring in external advisors, they’re walking into a well-prepared, well-governed, de-risked opportunity.

As one M&A adviser bluntly put it,
“Success rates are one of the biggest fiddles in the M&A industry… 80% of businesses that go to market do not end up getting sold.”

An experienced NED helps make sure you’re not part of the brochure padding.

And on the topic of unrealistic add-backs, Steve Lawrence – who actually buys businesses – summed it up perfectly:
“Dear people looking to sell your businesses, if you… adjust EBITDA to remove expenses you put through the company to build your conservatory at home… we can’t be friends.”

A NED won’t replace your deal team – but they’ll keep the squirrels awa

Of course, you’ll still need a lawyer, a tax adviser and possibly a corporate finance lead. But the role of the NED is to make sure you don’t start from scratch the moment someone waves a cheque.

They help you figure out which advisers are worth paying, which buyers are serious, and whether your team is ready for scrutiny. You’ll also be in a better position to negotiate fees because – shocker – you’ll actually know what’s involved.

And when those inevitable time-wasters roll in with “an investor group backing us” and a Gmail address, the NED will politely show them the door.

Save money, time – and your sanity

Traditional sale processes come with eye-watering costs. A banker might charge 5-7% of the sale price, with a chunky retainer and some vague slides about “strategic fit.”

An M&A-experienced NED? They’ll cost you a few grand a month, tops. They’re embedded in your board, helping with strategy, investor communications, and tidying up messy back-office systems that will otherwise come back to bite you mid-diligence.

They’re not just saving you money – they’re saving you from the chaos of a last-minute fire drill.

Hiring a NED with M&A experience is one of the smartest decisions a founder can make. It’s like having a sat-nav for the exit journey – one that actually knows where the potholes are.

Because when it’s time to sell, you don’t want to be the founder frantically googling “what’s a data room?”

You want to be the one walking into the negotiation with confidence, clean numbers, and a NED by your side saying, “Told you we’d be ready.”



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