An exclusivity period is normally agreed upon between the vendor and the buyer once the headline indicative terms are agreed. These terms are typically set subject to due diligence and contract. Whilst these terms are rarely binding (although there are exceptions), they do set a detailed framework for what is going to happen as parties move toward a completed deal.

I was struck by the recent article in the Australian Financial Review by Yolanda Redrup, who quoted a frustrated CEO of Infomedia saying he had “closed the door on tyre kickers”. I have witnessed this frustration many times, where vendors become sick of so-called buyers who turn out to be not serious acquirers.

Lesson #7 in our series, How to Sell a Business, covers the critical matter of deal structure. Once a willing buyer and a winning seller agree that they wish to transact, how should the transaction be constructed?