Planning to sell the company? Sort out its data first

It can help: cash before closing, and evidence that your records are organised and valuable. It can hurt if a long exclusive license limits what the acquirer can do with the data. In our view a non-exclusive license is less likely to bother a buyer.

Many owners assume records go with the business. Owners on UK Business Forums have argued over whether a sale includes email history, so settle it in the purchase agreement.

Reporting shows Mercor approaching companies about their archives after acquisitions, and the Spirit Airlines archive was sold as a separate asset in bankruptcy. Expect a sophisticated acquirer to ask about data rights.

1. 1License first, disclose in diligence. Cash now, with clean paperwork for the acquirer.
2. 2Carve the data out of the sale. Keep data rights and license later. This needs explicit wording in the purchase agreement.
3. 3Leave it to the acquirer. Simplest, and the value goes with the business.

Whatever you pick, find out what the data buyer would do with your records if it were bought out.

The usual minimums apply. Timing matters too: offers come within days to weeks, and payment usually three to six weeks after signing, which may or may not fit your closing date.