• A buyer will gain confidence and comfort in a business by performing analysis and thoroughly understanding its historical financial performance. However, when negotiating valuation, it is important to focus the business valuation discussions on the future cash flow potential of the business.

• Conducting rigorous industry research and analysis, developing defensible financial projections and presenting the pro-forma financial and strategic benefits (revenue and cost synergies) of the merger are all steps a seller must take to be effective in valuation negotiations.

• Properly structuring a transaction is just as important as negotiating valuation. Being experienced in deal structuring and effectively negotiating the terms and conditions of the transaction are critical to securing and preserving the maximum value for a company.