Normalize the Terms Before Ranking Them

Place each proposal on the same page with the same definitions. Separate practice purchase price, assumed debt, real estate if any, employment compensation and ownership retained. Identify what is binding, what is indicative and what remains subject to diligence. Ask the proposer to resolve inconsistent definitions before comparing the totals.

Label Payment Risk Explicitly

Cash at closing, a fixed seller note and a contingent earn-out are different promises. Record due dates, conditions, security, guarantees if any and what happens after a breach. A retention-based payment can depend on decisions made by the buyer after closing. Understand the calculation and your access to the information used to determine it.

Compare the Future Role and Control

Look at required working time, service responsibilities, staffing decisions, brand, client experience and any restrictive covenants. A proposal that needs several years of ongoing work should not be compared with an immediate exit as though the outcomes were identical. Ask counsel to explain both the written obligations and realistic exit routes.

Use Scenarios, Not a False Valuation

Our offer-comparison tool lets you enter cash, deferred amounts, contingent payments and a realization assumption. It shows arithmetic outcomes from your inputs, not market value, a fairness opinion or a probability assessment. Run a downside case and compare the trade-offs with financial, legal and tax professionals before relying on a proposal.

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References & further reading

These official sources support the concepts and provide current requirements. The practical workflow and questions are our editorial guidance.

General education. Your circumstances, agreements, and applicable rules matter. Review individual decisions with appropriately qualified professionals.