Start Early, Sell Smarter

In this episode of the Power Exit Podcast, John Marsh sits down with Mitesh Patel to unpack what separates sellers who are truly ready to transact from those who get surprised (and delayed) once diligence and legal docs hit. They discuss why “you don’t know what you don’t know,” how overconfidence can derail a deal, and why sellers should treat M&A legal work like a specialist procedure, not a generalist task.

Mitesh walks through the purchase agreement sections that matter most—starting with the “what’s being sold” terms (and why they sometimes don’t even match the LOI), then moving into reps & warranties, employment items, working capital, and indemnification. The conversation also covers structure-related risk in earnouts and rollover equity—especially the moment sellers trade control for contingent upside—and the post-close issues that can come back to bite sellers if they weren’t negotiated and understood early.