How to Talk to Your Lawyer About Financial Terms in a Business Sale

Not everything in your deal is legal and that’s where you might lose value

When selling your business, your solicitor plays a critical role. They’ll handle the legals, draft the documents, protect your liability position, and guide you through the legal process. But there’s one thing many sellers don’t realise:

Most lawyers don’t advise on the commercial and financial terms of your deal.

That’s not a criticism, it’s just not their job. So if you're relying solely on your solicitor to guide you on Heads of Terms, price mechanisms, or how to structure an earnout, you may be unintentionally flying blind.

What lawyers are (and aren’t) responsible for

Your solicitor will:

• Negotiate warranties, indemnities, and limitation periods

• Handle company law, shareholder agreements, and property issues

• Draft the Share Purchase Agreement (SPA) and Disclosure Letter

But they’ll typically not:

• Analyse working capital or debt adjustments

• Review the treatment of surplus cash

• Challenge the fairness of an earnout structure

That’s where many deals go off-course, because these are the terms that determine how much you actually walk away with.

How to approach the conversation

Here’s how to raise the right issues with your lawyer without putting them in a difficult spot:

1. “Can you confirm whether you’ll be advising on the financial mechanics?”

Some firms have corporate finance teams in-house. Most don’t. It’s fair to ask if these aspects will be covered—and if not, who should help you.

2. “Can you help me understand how the working capital target is being calculated?”

If they hesitate or refer you to your accountant, that’s a sign you need specialist input.

3. “What support do I need to fully understand the earnout structure?”

You’re opening the door for them to suggest bringing in a deal adviser, without undermining their legal work.

Why this matters

• Lawyers will fight your corner, but only if you know what to ask for

• Buyers often lead on financial terms and sellers don’t push back

• You only sell once - don’t assume everyone else is covering your blind spots

How Deal Clarity works alongside your solicitor

We’re not lawyers. We don’t touch the legal documents, but we work hand-in-hand with legal teams to provide specialist advice on:

• Heads of Terms reviews

• Completion mechanics

• Earn-out structures

• Surplus cash extraction

In fact, many of our clients come directly from lawyer referrals, because they know what falls outside their scope.