Most founders spend months negotiating valuation.
Then lose millions because they negotiated the wrong deal structure.
In this episode of This Is M&A, Steven Monterroso sits down with Salim Dada, Managing Director and CEO of Concord Ventures, to discuss one of the most misunderstood aspects of selling a business: how deals are actually structured.
Salim has spent more than two decades advising founders and has closed over 100 transactions across technology, aerospace and defense, manufacturing, pharmaceuticals, logistics, infrastructure, and retail. His message is simple: the headline purchase price matters, but the structure behind it often determines what a seller ultimately takes home.
One of the biggest mistakes founders make is accepting earnouts tied to profitability.
On paper, it sounds reasonable. If the company performs, the seller gets paid. In reality, once the deal closes, the buyer controls expenses, hiring decisions, investments, and operating strategy. That means they often control profitability as well.
According to Salim, sellers should push for earnouts tied to revenue whenever possible.
Revenue is harder to manipulate and easier to measure. He also recommends creating a larger measurement window. If an earnout target is expected to be achieved in one year, structuring it over two years can reduce the buyer’s ability to shift results from one reporting period to another.
The conversation also explores the ongoing debate between taking cash at closing versus rolling equity into the new company.
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While many founders instinctively prefer cash, Salim explains that the right answer depends on the seller’s goals, age, risk tolerance, and confidence in the buyer. For some business owners, rollover equity creates an opportunity for a highly profitable “second bite of the apple” when the company is sold again in the future.
Another key topic is seller financing.
When buyers ask sellers to leave money in the deal, many founders focus on the structure but overlook the most important question: who are they financing? Salim outlines how sellers can evaluate private equity firms and strategic buyers by examining their track record, fund size, portfolio history, and financial strength before agreeing to carry any risk.
The discussion also breaks down the difference between platform acquisitions and add-on acquisitions—a distinction that can significantly impact a seller’s negotiating leverage and future opportunities.
Finally, Salim shares an unexpected lesson from decades of dealmaking: honest disagreement is often a positive sign. Sellers who openly communicate concerns create opportunities to solve problems. The real danger comes from parties who avoid difficult conversations and hide their true objections behind shifting explanations.
For founders, business owners, and advisors preparing for a transaction, this episode offers a practical masterclass in deal structure. Because the difference between a successful exit and seller’s remorse often comes down to understanding the terms behind the headline number.
Listen to the full episode of This Is M&A to learn how experienced dealmakers structure transactions that actually close—and how to avoid the mistakes that leave sellers disappointed after the ink dries.
