Ninety Days Out: The Seller's Countdown Nobody Hands You

Most founders sell a company once. That single transaction involves more legal surface area than everything they have signed in the life of the business combined, and it happens on a timeline set by the buyer. The result is predictable: first-time sellers discover the most important lessons in the worst possible order — after the letter of intent, after the diligence requests, after the indemnity package is drafted.

The pattern is so common it deserves a name. Call it the seller's too-late list. Below is what lands on it, and how to move each item back to where it belongs: before the deal heats up.

The LOI Is Not a Formality

Sellers tend to treat the letter of intent as a handshake with paperwork. Buyers treat it as a leverage-setting exercise. Exclusivity periods, deal-price structure, treatment of working capital, and who bears the risk if financing falls through — all of it gets locked into a document that is "non-binding" except in the ways that matter most.

The fix is simple and frequently skipped: negotiate the LOI with the same seriousness as the purchase agreement. An exclusivity period of 45 days versus 90 can be worth more than a modest bump in headline price, because time is the buyer's cheapest negotiating weapon.

Diligence Fatigue Is a Real Loss of Leverage

Around week three of document production, most sellers start handing things over just to make the requests stop. That is precisely when inconsistent answers appear, when stale contracts get produced without review, and when a buyer finds the discrepancy that becomes a price chip.

A disciplined seller builds a diligence command center early: a single tracker of every request, every response, and every document version. Counsel should review anything leaving the building, because diligence is not an audit of your company — it is an audit of your credibility.

Representation Anxiety Cuts Both Ways

First-time sellers often over-disclose out of anxiety, drafting representations that volunteer problems no buyer would have found. Just as often, they sign broad reps because the deal momentum feels irreversible. Both mistakes funnel into the indemnity package, where the seller personally backs the accuracy of everything disclosed.

The practical discipline: representations should be accurate, yes, but they should also be scoped. Knowledge qualifiers, materiality thresholds, and disclosed exceptions are not signs of a difficult seller. They are the ordinary grammar of a fair deal.

The 90-Day Countdown

90 to 60 days before closing:

• Confirm the escrow and indemnity structure in writing; understand what you are personally guaranteeing
• Inventory change-of-consent requirements in customer and vendor contracts
• Plan the treatment of accrued bonuses, PTO, and equity across the workforce
• Begin drafting the disclosure schedules while you still have time to think

60 to 30 days before closing:

• Run consents and notices; nothing derails a closing like a key contract requiring counterparty sign-off
• Finalize the disclosure schedules against the actual reps — line by line, not from memory
• Coordinate tax structuring with your accountant and counsel together, not separately

30 days to closing:

• Reconcile the purchase price adjustment mechanics; a working capital dispute at closing is a dispute you will lose
• Prepare the closing set and the post-closing covenant list
• Brief your team on what they can and cannot say

The first 90 days after closing:

• Calendar every surviving obligation: escrow release dates, indemnity claim windows, non-compete boundaries
• Preserve records supporting the disclosure schedules — they are your defense if a claim arrives
• Watch the earnout metrics like a fiduciary, because buyers watch them like a buyer

Leverage Is Built Before It Is Needed

The unifying thread across every too-late discovery is timing. Sellers who engage counsel early — before the LOI, before the data room — negotiate from the same information the buyer has. Sellers who engage late negotiate from the buyer's homework. At JCP Legal & Consulting, we have watched that single difference move outcomes more than any clause-by-clause fight ever has.

Selling the company you built will be emotional regardless. It does not also have to be improvisational.