A call comes in. Or an email, usually from someone you don't know — a corporate development person at a competitor, an associate at a private equity firm, sometimes a business broker "representing an undisclosed buyer." The message is some version of: we'd like to talk about acquiring your company.
You weren't planning to sell. You may not have thought about selling at all. And now you have to decide what to do in the next two days, because how you respond in that window sets the tone for everything that follows — whether you end up selling, raising capital instead, or simply saying no and moving on.
Here's what actually matters in the first 48 hours.
Don't respond with numbers — respond with questions
The instinct is to either dismiss the offer or immediately start thinking about price. Both are premature. Before anything else, you want to know: who is this buyer, why are they interested now, and what do they actually mean by "acquire" — full buyout, majority stake, merger, earn-out structure? A one-line email rarely answers this. A short call does. Your only goal in that first call is information, not negotiation.
Don't sign anything before you understand what you're signing
Buyers will often want an NDA before sharing more detail, and a Letter of Intent (LOI) once things move further. An NDA at this stage is usually low-risk and standard — but read it, or have a lawyer read it, before signing, particularly around exclusivity language that could box you into not talking to other buyers. Never sign an LOI in the first 48 hours. LOIs are where price, structure, and exclusivity periods get set, and signing one without preparation is how sellers end up negotiating from a weaker position than they realize.
Resist the urge to go it alone
An unsolicited offer flatters the ego — someone thinks your business is worth acquiring. That feeling is exactly why owners make their worst early decisions: oversharing financials before there's a real process, agreeing to exclusivity too early, or anchoring to the buyer's first number without knowing whether it's fair. Bringing in even one outside perspective — an advisor, your accountant, someone who's been through this before — before you go further costs you almost nothing and prevents most of the common mistakes.
Know your own numbers before the buyer's team does
This is the part most owners skip, and it's the single biggest lever you have. Once a real process starts, a buyer's diligence team is going to build a normalized view of your earnings, your working capital, your customer concentration — and they'll use whatever they find to justify their price. If you don't already know what that picture looks like, you're negotiating blind. An unsolicited offer is actually the best possible moment to get an honest, outside read on your numbers, because you still control the timeline. Once you're three weeks into a process with a signed LOI and a deadline, there's no time left to fix what diligence finds — only to react to it.
Decide if this is actually your process, or just your first offer
One unsolicited offer is not a market. Buyers who approach directly are often trying to secure a good price before you talk to anyone else, sometimes before you've even had your business properly valued. That doesn't mean the offer is bad — some unsolicited deals are genuinely excellent. It means you don't yet know if it's good, and you won't know until you understand what your business is actually worth and how ready your financials are to support that number under scrutiny.
The 48-hour checklist
- Get basic clarity on who's asking and what "acquire" means to them — one call, not a written back-and-forth.
- Don't sign an LOI or grant exclusivity in this window, whatever the buyer's timeline pressure suggests.
- Read anything you're asked to sign, including NDAs, before signing.
- Loop in one outside perspective — advisor, accountant, or someone who's sold a business before.
- Get an honest, fast read on where your own financials stand, before you're negotiating against someone who already knows.
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