Keep every decision, or delegate a written scope: choosing during a sale
A sale process forces a question on the owner that no contract and no outside advisor settles in advance: for the months the transaction lasts, should you keep deciding everything yourself, as before, or formalise from the outset a temporary scope of decisions handed to a small circle of managers? This is not a question of confidentiality, which has its own information circles and its own answer. It is a question of authority and judgement, posed while every call, even the most routine one, is being read by a buyer trying to work out whether the business runs because of the owner or in spite of them.
What the double posture does to judgement
Running a company while being, at the same time, the object of an examination changes the nature of decisions, not just their pace. An owner negotiating their own exit while ruling, the same week, on a price increase for a strategic client or on letting go of an underperforming manager carries two hats that sometimes pull in opposite directions: the seller who wants the file to stay attractive until closing, and the operator who has to keep running the business as though the sale did not exist. In the mandates I run, the most common effect is not an obviously bad call. It is a delay that creeps in: the difficult decision gets pushed back a few weeks, until the sensitive stretch of the process passes, without anyone naming it that way.
That delay costs more than the transaction itself. Managers waiting on a decision and getting only prolonged silence eventually guess that another agenda is occupying their leader, even without knowing which one. Perceived authority erodes less through a bad decision than through the absence of one, at a moment when the team is looking for stable footing.
The fork: keep every decision, or delegate a written scope
Two postures are possible, and most owners drift into one without ever really choosing it. The first is to keep ruling on everything alone, exactly as before the process opened, betting on the ability to compartmentalise. The second is to define in writing, before the first serious conversation with a buyer, a precise scope of decisions handed for the duration of the process to one or two trusted managers, with a clear written mandate rather than an informal arrangement that can be walked back whenever events get uncomfortable.
Neither posture is better in the abstract. The choice depends on factors that can be read before the process starts, not once it is under way and the owner's judgement is already under strain.
| Criterion | Leans toward: keep every decision | Leans toward: delegate a written scope |
|---|---|---|
| Expected length of the process | A quick bilateral discussion, a few weeks | A competitive process stretched over six to twelve months |
| Maturity of the leadership team | One or two trusted people, without a real leadership committee in place | A leadership committee already used to deciding without systematic sign-off from the owner |
| Nature of day-to-day decisions | Operational calls with no bearing on the terms of the deal | Decisions touching price, compensation, or key customer and supplier contracts |
| Company's dependence on the owner | High, as revealed by a holiday test | Low: the business has already shown it holds up without the owner's daily involvement |
| Effect sought on the internal climate | Reassuring continuity, nothing visibly changes | A governance signal: the business does not depend on one person, even under a buyer's scrutiny |
Who this suits
A company still built around its owner, without a team able to hold the fort without them, often has no real choice but to keep most decisions in-house: there is simply no one yet to hand a full scope to. That does not excuse skipping the exercise of listing, in writing, the short set of decisions where the conflict of interest is most direct, the ones touching the final price or the deal terms, and handing their preparation, if not the final call, to a trusted outsider, a board member or an advisor, rather than leaving them to the judgement of one person who is simultaneously seller and referee.
A company with a leadership committee already exercised at deciding without line-by-line sign-off, by contrast, has good reason to formalise a broad delegation from the start of the process, and not only because it lightens the owner's load. The process then becomes a real-scale test of exactly what the buyer is trying to verify: an organisation that keeps working without every decision routing back to one person. That holds regardless of how the transaction ends. A committee that has shown, over eight months of due diligence, that it can decide alone keeps that capacity whether or not the sale closes.
The length of the process matters as much as the team's maturity. A bilateral negotiation lasting a few weeks leaves little time for the double posture to really damage judgement or internal climate. A competitive process stretched over several quarters, with repeated rounds of due diligence, wears differently. What looked like manageable compartmentalising in month one becomes harder to sustain by month six, and that is exactly where the absence of a formal delegation costs the most, in the shape of postponed decisions rather than obviously bad ones.
The delegated scope is worth revisiting once, at the midpoint, rather than fixed for good at the launch of the process. What an owner thought they could still decide alone at the start of the transaction sometimes turns out, two months in, to be exactly the kind of call where their position as seller and their role as operator pull in different directions. Naming that shift when it happens, rather than sticking to the initial split out of habit, remains the best protection against the wear on judgement the process almost always produces, in one form or another.