Use this list to protect your firm, your future, and your financial outcome.

1. What is your investment thesis for our firm?

   Are we a platform investment or an add-on? How do we fit into your overall growth strategy?

2. What is your typical hold period, and what is your exit strategy?

   Will we be sold again in 4–7 years? To whom? How do you define success for this investment?

3. How is the purchase price structured?

   What percentage is cash at closing? What’s tied to earn-outs or rollover equity?

4. How will governance work post-close?

   Who will sit on the board? Who controls key financial, personnel, and strategic decisions?

5. How much autonomy will our leadership team have?

   Will we manage our people and operations independently, or report to a central authority?

6. How will our brand and culture be handled?

   Will our name remain intact? What changes should we expect to our identity and employee experience?

7. What financial and performance expectations will we be held to?

   Are budgets and KPIs set collaboratively? What happens if targets aren’t met?

8. What is the plan for equity participation and liquidity?

   Who can own equity? When and how can it be sold or monetized?

9. Have you worked with other A/E/C firms before and what is your reputation among them?

   Can we speak with previous management teams you’ve partnered with?

10. Do you provide a management equity incentive plan as a retention incentive for key employees?

    How will they reward and retain your firm’s key people?

Tip: If the answers to these questions are vague, evasive, or too good to be true—it’s a red flag. A good PE partner will be transparent, collaborative, and clear-eyed about the future. Your deal’s success depends on asking the right questions before signing exclusivity.

Have you gotten the right answers? Great! These are the foundation for fair negotiation. Now you just need to navigate the whitewater rafting experience that is actually hammering out deal points, deciding if a buyer meets your goals, and getting to a closed transaction. PSMJ’s M&A Advisory practice is here to assist with any questions you may have. We have unparalleled expertise in getting the right deals done.

Have questions or comments? Let us know below. All comments are reviewed by PSMJ's Growth and Transition Advisory Team and are not shared publicly unless you request them to be.

*This content is for informational purposes only, you should not construe any such information or other material as legal, tax, investment, or financial advice.