What company acquirers actually look for, and why most founders aren’t ready for it
After three exits, I’ve learned that the thing that determines whether a deal completes and at what price is rarely the product. It’s almost always the commercial layer. Here’s what that means and what to do about it.
Why I stopped looking at the product
I’ve been through three exits. Each one taught me something different about what buyers actually care about when they’re deciding whether to proceed and at what number.
The first time, I was naive enough to think it was mostly about the product. How good it was, how differentiated, how defensible the technology. I spent a lot of time making sure we could answer those questions well.
I was right that they’d be asked. I was wrong about how much weight they’d carry.
What actually slowed things down what actually created negotiating leverage for the buyer’s side were the commercial questions. Not the product questions.
Who generates your revenue? What happens if they leave? How repeatable is this? What does your pipeline look like without the founder in it? Can you show me the system, not just the number?
By the third exit, I knew exactly what to have ready. And the process was significantly smoother as a result.
So when I work with founders who have an exit in mind, this is where I start. Not with the product. With the commercial layer.
Here are the three things I look at.
- Revenue works without the founder in the room
Not occasionally. Consistently.
This sounds obvious. It almost never is.
Most founder-led businesses have revenue that works but only because the founder is working. They’re in every important conversation. They’re the one who closes the big deals. They’re the one clients call when something goes wrong. They’re the one the team turns to when they’re not sure what to do. ❝
That’s not a revenue system That’s a founder with a lot of clients.
The test I use is simple: if the founder went on holiday for two weeks with no phone signal, what would happen? Would the pipeline still move? Would deals still progress? Would accounts stay stable, or would things start to drift?
For most founder-led businesses, the honest answer is: we’d manage, but it would be uncomfortable. Some things would slip. A few decisions would wait. The founder would come back to a longer to-do list than they left.
That’s not exit-ready. Exit-ready looks different. The pipeline moves because there’s a process that moves it, not because the founder is pushing it. Deals close because there’s a team who can close them, not because the founder steps in at the end. Accounts expand because there’s a system for expansion, not because the founder remembers to ask.
This is what buyers are assessing when they ask about key person dependency. They’re not asking out of curiosity. They’re asking because it directly affects how they value the business and how they structure the deal. High founder dependency means lower valuation, longer earnout, more conditions.
Building revenue that works without you isn’t just good practice. For a founder with an exit in mind, it’s commercial strategy.
- They can explain the commercial system, not just the results The number isn’t the answer. The how is the answer.
Any founder can tell you their revenue. £2m ARR. 40% gross margin. 85% retention. These are the numbers that get you into a conversation with a buyer. They are not the numbers that get you to close.
What gets you to close is being able to explain, with precision and confidence, exactly how those numbers get made.
Where does new business come from? What’s the typical journey from first conversation to signed contract? Who handles what at each stage? What does your conversion look like at each point in the funnel? What’s your average deal size and why? What drives retention what keeps clients and what loses them?
Buyers and their advisors will ask all of these questions. The due diligence process is essentially an extended version of this conversation, with more documentation required.
I see two types of founders when these questions come up.
The first type answers them with confidence. They’ve thought about this. They know their numbers at a level of detail that goes beyond the top line. They can draw the system on a whiteboard if you ask them to. These founders have built something a commercial machine that generates predictable, explainable revenue.
The second type gives good headline numbers but gets vague when you go deeper. They know what’s happening but not exactly why. They can tell you the result but not reliably reproduce it. The revenue is real, but it’s not systematised. When pushed, the honest answer is: a lot of it comes down to me, my relationships, my judgment.
The first type sells at a premium. The second type sells at a discount if they sell at all.
❝
The good news is that this is entirely fixable.
Building a commercial system that you can explain clearly is not as complicated as it sounds. But it does require stepping back from doing and spending time designing. Most founders never make that shift. The ones who do find that it transforms not just their exit prospects, but how the business operates day to day.
- They’ve already let go of being the answer
This is the hardest one. And the most important.
Most founders are the answer. To almost everything.
A client has a problem they call the founder. The team hits a decision they’re not sure about they ask the founder. A deal is going sideways the founder gets involved. A new opportunity lands the founder assesses it.
This is usually how it has to be in the early stages. The founder is the one with the judgment, the relationships, the context. It makes sense.
But there comes a point where being the answer stops being a strength and starts being a ceiling. The business can only grow as fast as the founder can respond. The team can only develop as far as the founder lets them. The revenue can only scale as far as the founder’s time and energy allows.
Exit-ready founders have quietly dismantled this. Not by checking out or becoming less involved in the things that matter. But by deliberately building the people, processes and decision-making frameworks that mean the business doesn’t need them to be the answer to everything.
This is a psychological shift as much as an operational one. Founders who are deeply identified with being the one who knows, the one who decides, the one who makes things happen they find this genuinely difficult. It can feel like losing something. Like stepping back from something you built.
But buyers read this very clearly. ❝
A founder who is still the answer to everything is a risk. A founder who has built a team and a system that works without them is an asset.
The exit process and the price reflects which one you are.
What to do if you’re not there yet
Most founders reading this will recognise themselves somewhere in the gap between where they are and where these three points describe.
That’s normal. And it’s fixable.
The mistake I see most often is founders who begin thinking about this six to twelve months before they want to go to market. By that point, there isn’t enough time to build the commercial layer properly You end up either rushing it which buyers can see or going to market with the dependency problem still visible, which costs you in valuation.
The right time to start is when an exit feels like a possibility, not an imminent reality. Three to five years out is ideal. Two years is workable. Twelve months is late.
The three things I described above are not complicated to build. But they require consistent attention over time building the team, documenting the system, gradually stepping back from being the answer. None of that happens in a quarter.
If you want to talk through where you are against these three things and what the gaps look like, that’s exactly the kind of conversation I have with founders No agenda, no pitch. Just a clear-eyed look at the commercial layer and what needs to happen next.
You can book a call here: https://calendly.com/simon-revenueandbeyond/consultation
The Revenue Room 9 May 2026
This month’s session: Is Your Business Sellable? The Commercial Audit
Everything in this newsletter is what we’re going to be working through live at the next Revenue Room session. If you’ve read this and thought ‘I need to pressure test where I actually sit against these three things’ that’s exactly what the session is designed for.
We’ll also be joined by a very special guest a founder who grew and sold their business, taking revenue to £30m. They’ll be sharing what the process actually looked like from the inside: what they got right, what caught them off guard, and what they’d do differently.
It’s a peer group, not a webinar. No slides. No pitches. Honest conversation between founders working through the same problems. If that sounds useful, register below.
Register here: https://luma.com/udqzg7as
Until next time,
Simon