If you are considering selling your business in 2027, now is the time to take steps to prepare.
Owners who take the steps to properly prepare have the most choice over timing, buyer and structure. Preparation will lead to a smoother and easier sale transaction. The best exits start well in advance before a sale process is launched. Preparation covers financials, governance and consents, pre-sale reorganisations, shareholding, contract and IP hygiene, and an early review of tax and regulatory issues. Owners who do this work will control their timetable.
The Irish M&A Market: Current Landscape
Sector activity
| Sector | What is driving deals | Points for sellers |
|---|---|---|
| TMT/software | Recurring revenue businesses, vertical SaaS, AI capability, cybersecurity | Buyers will check the company's ownership of software and other IP, how it uses open-source code, and the terms of its customer contracts. Questions about how the business uses AI are now routine. |
| Healthcare/life sciences | Services consolidation, pharmacy and medtech supply chains, contract manufacturing | Buyers will check product licences from the Health Products Regulatory Authority (HPRA) and any exposure to State reimbursement schemes. Some deals, including smaller ones, may need clearance from the Competition and Consumer Protection Commission (CCPC). |
| Food and agribusiness | Consolidation by processors, brands and ingredients, family succession | Buyers will focus on key supply and customer agreements and environmental permits. Family businesses should be clear on the role of any family members who will stay in the business. |
| Business services | Buy-and-build by PE and trade consolidators | Buyers will assess how much the business depends on key people and how staff will be retained. Part of the price may be deferred and linked to future performance. |
| Energy transition | Renewables development, grid services, energy efficiency | Licences from the Commission for Regulation of Utilities (CRU), planning permissions and grid connection agreements will be closely examined. A buyer from outside the EU may need government screening approval. |
| Financial services | Payments, fund services, insurance distribution, wealth management | Central Bank of Ireland approval is needed before a change in ownership of a regulated firm. Buyers will also check compliance with the EU Digital Operational Resilience Act (DORA), which sets IT and cyber-security standards for financial firms. |
Who is buying
Inbound cross-border buyers. US and UK corporates, and international companies using Ireland as an EU base, remain the largest source of buyers. They often pay the highest prices, but a sale to a buyer from outside the EU may need screening approval.
Private equity. PE firms are buying larger businesses as platforms and continue to add smaller acquisitions to them. For owner-managers, a PE partner can offer a middle route: you sell a majority or minority stake now, keep a share of the equity, and benefit from a second exit event when the PE firm exits.
Trade buyers. Competitors and other businesses in your sector that can benefit from combining with your business remain the most likely buyers for many mid-market businesses, particularly in consolidating sectors.
Domestic Buyers. Domestic deal activity has risen, driven by Irish consolidators, family offices and Irish-backed funds.
Tax Considerations for Exiting Owners
For most owner-managers, tax is the biggest single factor in determining the net proceeds of a sale. It also drives decisions on timing and structure. Sellers should model earnouts and deferred consideration carefully. There may be a need to look at different share classes and any distribution waterfalls and determine what payments will be made based off threshold values. Plan pre-sale reorganisations, such as inserting a holding company or hiving off property or non-core assets, in good time. Reliefs such as share-for-share relief are subject to anti-avoidance tests that look at the commercial reasons for the transaction. Get tax advice before signing heads of terms. Changing structure after the price is agreed is harder and more expensive.
Regulatory Issues
Investment screening and merger control used to concern mainly large transactions. Today they can sometimes also affect smaller deals. A seller who identifies these issues early can choose buyers, set the timetable and negotiate conditions on its own terms. A seller who discovers them, once a sales process has started, may face delay, price renegotiation or a failed deal. Early regulatory advice is key if dealing with a third-country undertaking (broadly, from outside the EU, the EEA, and Switzerland), or if the transaction relates to critical infrastructure, critical technologies, dual-use items; the supply of critical input access to sensitive information, including personal data and media.
With proper advice, a seller can manage the process and mitigate regulatory risk.
- Map regulatory exposure at the start: screening, merger control, sector approvals and the likely profile of bidders.
- Ask bidders at the indicative-offer stage to set out which filings they expect to make and to provide information about their ownership and funding.
- Use required regulatory consents as a factor when comparing bids, not only price.
- Set realistic long-stop dates and negotiate efforts covenants, cooperation obligations and, possibly, reverse break fees.
- Allocate the risk of conditions or remedies expressly in the Share Purchase Agreement.
Structuring the Exit: Key Legal Considerations
Choosing a process: bilateral sale or competitive auction
| Bilateral sale | Competitive auction | |
|---|---|---|
| Best suited to | A known strategic buyer; sensitive businesses; owners who put confidentiality and continuity first. | Attractive assets with several likely bidders; PE-backed exits. |
| Advantages | Speed, confidentiality, influence over culture and legacy. | Competitive pressure on price and terms; a market check on value. |
| Risks | No market check on price, timing can slip, and due diligence may become extended or acquisition agreement negotiations drag on. | Cost, management time running multiple processes, a greater risk of leaks, and a visible failure if the process stalls. |
| Legal priorities | Exclusivity limited in time; non-solicitation protections; a clear walk-away right. | A seller-friendly draft SPA, vendor due diligence, a process letter and staged data room access. |
A middle route is increasingly common: a targeted process with a small number of pre-qualified bidders. It can help to insert competitive pressure while mitigating some of the issuer with a process involving a large number of bidders..
Pre-sale reorganisation and tidy up
Inserting a holding company. A reorganisation can place a holding company above the trading business or transfer the target business to a new company. The availability of tax relief depends on the commercial reasons for the transaction, so obtain legal and tax advice before acting.
Separating property and non-core assets. Buyers may not want real estate or non-core assets. Hiving these out before the sale can be beneficial and simplify the sale process.. Obtaining tax advice before taking any steps is very important.
Corporate housekeeping. Bring statutory registers, CRO filings, constitutional documents and beneficial ownership filings up to date. Check that historic charges have been released and that the necessary filings have been made.
Warranties, indemnities and W&I insurance
Sellers usually provide business warranties, with liability capped and subject to financial and time limits. Tax claims are usually dealt with through a separate tax covenant. W&I insurance is now common on PE-backed exits and increasingly on owner-managed sales. It allows sellers to cap their liability at a low level and to receive more of the proceeds in cash at completion without the need for escrows or retentions. In a W&I insured deal these issues are worth noting:
- Insurers exclude known issues and certain risk areas. Specific indemnities may still be needed for these.
- A thorough due diligence exercise, a well-populated data room, and a carefully prepared disclosure letter are the best ways to limit warranty exposure, with or without insurance.
- Locked-box pricing is now common in competitive processes. Completion accounts remain usual in bilateral trade sales. The choice affects how the seller is protected against leakage and adjustments to working capital.
Earnouts and deferred consideration
Earnouts can help to bridge a gap in price expectations, typically when growth is expected but not yet realised, or when the founder will remain in the business. They also bring risk and sellers should look at the following issues.
- Define the earnout measure precisely (revenue, gross margin, or EBITDA), including accounting policies, the treatment of costs imposed by the buyer, and integration.
- Negotiate operational protections: ring-fencing of the business, restrictions on the buyer’s actions that could undermine the earnout, and acceleration of payment upon a change of control or breach.
- Seek security for deferred amounts (a parent guarantee or escrow) where the buyer’s financial strength is uncertain.
- Take tax advice on structuring of consideration and deferred or contingent consideration.
Management and employee equity
- Review all share option, growth share, and phantom equity arrangements for vesting, leaver provisions, and tax treatment on exit, and consider whether the options documents allow for cashless exercise.
- Decide early whether awards will vest and be cashed out or rolled over into the buyer’s plans. PE buyers will usually want key managers to reinvest.
- Consider retention bonuses or transaction bonuses for key staff, including how they are treated for payroll tax and deducted from the overall consideration.
- Employees transferring as part of an asset sale are protected under the TUPE Regulations, which require the provision of information and engaging in consultation. A share sale does not trigger TUPE, but buyers will expect clear visibility of employment terms.
Selling to a non-Irish buyer
- Build in time for regulatory analysis and agree on who bears the risk of regulatory conditions.
- Consider the tax position of sellers who are not Irish residents, and the buyer’s withholding obligations and delays.
- For buyers outside the EU, examine the need for screening by government.
Exit Readiness: A Practical Checklist for Sellers
The steps below are a checklist for matters to be considered in the period before a sale process is launched. Not every item will apply to every business, but as a seller, being aware of and tackling the relevant ones early strengthens your negotiating position.
| Area | Action | Timing |
|---|---|---|
| Adviser team | Appoint experienced advisers. Engage corporate finance advisers early to benefit from their market insight and buyer networks, giving your business the strongest possible valuation and the widest field of credible bidders. Experienced legal and tax advisers will play a key role in pre-deal planning and structuring, and will provide input into the term sheet to maximise value and deal proceeds. In addition, engaging legal and tax advisers at the start means issues can be identified and fixed before a buyer's due diligence uncovers them, allowing time to remedy same, protecting your negotiating position and helping you secure the best price and terms. | 12 months before, or as soon as you start considering a sale |
| Strategy | Decide the objective (full sale, partial sale, family succession, management buyout). | 12 months before, or as soon as you start considering a sale |
| Governance | Bring statutory registers, minutes, CRO and beneficial ownership filings up to date. Review the constitution and shareholders' agreement for consent and veto rights, drag-and-tag rights, pre-emption rights, and transfer restrictions. | Six to nine months |
| Shareholding structure | Consider minority holders, share classes and option holders. Consider inserting a holding company and separating property or non-core assets. | Six to nine months |
| Financial records | Ensure that audited accounts are up to date. Prepare management accounts and projections. Identify one-off and owner-related costs to normalise EBITDA. Consider a vendor financial due diligence report. | Six to nine months |
| Key contracts | Identify change-of-control and assignment clauses in customer, supplier, lease, finance and licence agreements. Renew or extend key contracts on favourable terms where possible. | Six months |
| Intellectual property | Confirm the company owns its IP (including assignments from founders, employees and contractors). Register trademarks. Audit open-source use and AI use. | Three to six months |
| Employment | Put written contracts in place for all staff. Review key-person dependency, restrictive covenants, incentive arrangements, IP, pensions and any contractor misclassification risk. | Three to six months |
| Data protection and cyber | Update GDPR records, privacy notices and data processing agreements. Test cyber-resilience and check DORA and AI Act exposure where relevant. | Three to six months |
| Regulatory consents | Identify licences that need approval on a change of control (Central Bank, ComReg, CRU, HPRA). Assess whether likely buyers would trigger investment screening or CCPC notification. | Three months |
| Disputes and compliance | Settle or provide for litigation, resolve tax enquiries and regulatory investigations. Refresh anti-bribery, sanctions and AML policies. | Three months |
| Data room | Build a well-organised and populated virtual data room. | Two to three months |
Conclusion
The market will always favour sellers who come to the market well prepared. Buyers have capital to deploy, Irish and international demand for well-run businesses remains strong, and the tax reliefs available to owners reward careful planning. The regulatory environment has become more complex, but it is predictable if you plan for it and engage experienced advisers to help navigate it. The owners who achieve the best outcomes will be those who take the time to prepare, resolve structural and tax issues before going to market, and run a process that keeps buyers competing while giving them confidence that the deal will complete.
Experienced legal advisers can add value at every stage:
Valuation. Identifying legal issues that could reduce the price, and helping you fix them before a buyer finds them.
Structuring. Working with tax advisers to design a structure that maximises your net proceeds and meets your business goals.
Due diligence preparation. Organising your records, data room and disclosure letter so that the buyer’s review runs smoothly and quickly.
Negotiation. Protecting your position on price mechanisms, warranties, earnouts and conditions, and limiting your liability after the sale.
Completion. Managing approvals, consents and completion mechanics so that the deal closes on time and as agreed.
Contact us
Start the conversation today.
The decisions you make and the advice you take in the months before a sale will shape the price you achieve and the terms you agree on your exit.
Whether you plan to go to market or are only beginning to consider your options, we would welcome the chance to work alongside you. Our Corporate and M&A team work with Irish owner-managers, founders and family businesses at every stage of a sale, from those first conversations through to completion. Together, we can help you to develop a plan that reflects your goals for your business and your future. Every conversation is in strict confidence. Contact any of our Corporate Partners, or your usual William Fry contact, to talk through your exit plans and explore how we can help you sell on your terms and deliver the exit you want.
