Liquidity Events
Before the Sale: The Six Planning Moves Founders Wish They'd Made Earlier

Eric Tilson, CFP®



I meet a lot of founders after the sale. I meet very few of them before.
That imbalance is one of the more expensive patterns in wealth management, and it is worth naming clearly. The moves that create the most value for a business owner’s family are almost always the ones that have to happen before the deal closes. Once the transaction is executed, the doors on those opportunities close, often permanently, and the client’s life changes in ways they do not fully anticipate for another six to twelve months.
This piece is for founders who are somewhere in the two- to five-year window before a possible sale or liquidity event. The six moves below are the ones I most often wish the client had made earlier. They are not exotic. Most of them are widely known. The reason they get missed is not knowledge. It is timing.
Move one: Get the estate plan ahead of the transaction
The pre-sale window is one of the most valuable estate planning windows a founder will ever see, because the business is worth less on paper before the deal is announced than it will be immediately after.
If you are considering transferring interests in the business to a trust for the benefit of children or grandchildren, doing so at a lower valuation moves more economic value at a lower gift tax cost. Once the deal is announced or an LOI is signed, valuation becomes much harder to defend as anything other than the transaction price.
This is not a case for rushing. It is a case for starting the estate planning conversation years earlier than most founders do. The right structures take time to design, and they generally require appraisals, entity setup, and legal work that cannot be compressed into the last quarter before signing.
One structure worth understanding is a grantor trust, which is often used pre-sale precisely because it decouples the economic ownership of the assets (which passes to the trust) from the income tax responsibility (which stays with the grantor). That structural feature allows a founder to move meaningful economic value out of their estate without triggering income tax to the trust in a way that would deplete its resources. Whether a grantor trust fits your situation is a question for your estate attorney, but knowing to ask about it is the point.
Move two: QSBS eligibility, checked and preserved
If your business is a domestic C corporation and meets certain qualifications, some of the gain on sale may be excluded from federal capital gains tax under the Qualified Small Business Stock rules. The details are technical, but the basic point matters. QSBS eligibility can produce a meaningful tax benefit if it applies, and it can be lost through changes in entity structure or ownership that founders sometimes make without realizing the consequence.
If you are contemplating a sale in the next several years, a QSBS review by a qualified attorney and tax advisor should be near the top of your list. The review answers three questions. Do you qualify. Are you at risk of losing eligibility through some upcoming change. Is there anything you can do now to strengthen the position.
I am not the person who runs that analysis, but I want to make sure our clients know to ask.
Move three: Charitable planning while the valuation is favorable
If charitable giving is going to be part of your life after the sale, some of the most powerful vehicles for that giving are set up before the transaction rather than after.
Contributing appreciated stock to a donor-advised fund, or to a charitable remainder trust structured before the sale, can reduce the taxable proceeds of the transaction and generate income tax deductions in a year when your marginal rate is likely to be at or near its highest.
The specifics vary by structure and by individual situation. The general point is that charitable planning is more powerful when integrated with the sale than when done afterward with cash proceeds.
Move four: Coordinate the personal financial plan with the transaction structure
Every deal has a structure. Rollover equity. Earn-outs. Escrow holdbacks. Deferred payments. Notes.
Every one of those structures affects what your household actually receives, when, and with what tax treatment. Founders who do not integrate the deal structure with their personal financial plan often discover, after the fact, that their liquidity picture is very different from what the headline price suggested.
Escrow provisions, in particular, can be surprising if you have not modeled them. Ten to twenty percent of the headline price sitting in escrow for twelve to eighteen months is common, and it can affect the funding of everything from post-sale tax obligations to major planned expenditures. Earn-outs create their own timing issues, particularly if they are tied to metrics that will only crystallize a year or two after signing. The point is not that these structures are bad. They are often necessary to get the deal done. The point is that they need to be reflected in the plan.
Well-run personal financial planning ahead of the sale asks a specific question. Given the actual expected cash flows from the transaction, what does the client’s plan need to look like to fund their intended life, protect against downside scenarios, and meet any obligations that come due at various points along the way.
That question cannot be answered without the deal terms. But the framework for answering it can be built ahead of time, so that when the terms materialize, the analysis is quick.
Move five: Diversification planning, before the concentrated position is a concentrated position
Most pre-sale founders have a highly concentrated financial life. A large share of their net worth is tied up in the equity of one business. When the sale happens, that concentration converts, sometimes overnight, into a portfolio decision.
The founders I have worked with who navigate this transition well have thought about the diversification question before they had to. Not in a formal portfolio sense, but in a set of prior decisions. What is our household’s tolerance for volatility once the business is no longer the compounding engine. What do we want the invested portfolio to look like at rest. What is the target income the portfolio needs to generate.
One pattern I want to name specifically. Founders sometimes tell us they will make the diversification decisions once they see how much they actually have. This is understandable, but it creates a bias. When the cash arrives, it feels like new money, and new money can be harder to invest thoughtfully than money that has been in a plan all along. Diversification decisions are usually easier to make before you know the exact number, when the decisions can be about ratios and target allocations rather than dollars.
Making those decisions in advance, when there is no cash to invest, is easier than making them under time pressure once the wire hits.
Move six: The family conversation
The move I most often wish founders had made earlier is not a financial move. It is a family one.
Founders who go through a sale without having had a real conversation with their spouse and, where relevant, their adult children about what the sale will mean often find that the post-sale year is harder emotionally than they anticipated. Some of that is the loss of the daily identity of running the business. Some of it is a real disorientation about what the family’s life is now supposed to look like.
We have watched this go both ways. Families that talked about it early tend to move through the post-sale transition with more clarity. Families that did not sometimes struggle with money-driven tension for years.
When we work with founders on this specifically, we usually recommend the conversation happen in two phases. A first, private conversation between the founder and their spouse about what they each want the post-sale life to look like. Then, if there are adult children, a second conversation that shares what the sale means for the family more broadly.
The specific content of the first conversation matters less than the fact of it. What matters is that the two people at the center of the household are working from the same picture before the family is looped in. Every founder I have watched go through this well had that first conversation early, and had it multiple times as their thinking evolved.
None of this is a financial plan. All of it is planning.
When to start
If you are asking when to begin the six moves above, the honest answer is that most of them are two- to five-year exercises. The estate work in particular is often measured in years, not months. If a sale is a possibility at any point in the next five years, this is the year to start.
If you would like help thinking through any of this, come talk to us. It is the kind of planning we do most often for the founders we work with.
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