For legal factors to consider in selling a small business, see http://www.grellas.com/faq_small_business_007.html http://www.grellas.com/faq_small_business_007.

For legal factors to consider in selling a small business, see http://www.grellas.com/faq_small_business_007.html http://www.grellas.com/faq_small_business_007.html (you may find some of this helpful even if yours is not a "small business" sale). For more sophisticated deals, some random thoughts (from a lawyer who has represented many hackers, not a hacker as such): 1. Avoid earn-outs if at all possible - if you go with an earn-out, plan as if all you will see will be what you get at the initial closing. 2. No-shop clauses are fine but keep them short and make sure they can only be extended by mutual consent. 3. Talk with your law firm/CPA firm about tax and structural issues up front, before you do a term sheet. If you have a C-Corp with low-basis assets, an asset sale will leave you with a potential double tax hit. A stock sale or tax-free merger (A, B, or C type) is preferable in such situations but each has limits and restrictions on it - understand the structural points up front, it will help considerably in how you negotiate the deal. Term sheets may be legally non-binding but, you can bet, they will shape your deal all the way through to closing. Structure it right in the term sheet, then, and you will not be haunted by inadvertent blunders up-front that prejudice your deal throughout. 4. Watch out for duplicity. Use NDAs and limit due diligence to protect against a buyer's gaining a lot of info about your company and then using it competitively against you after dropping the acquisition. 5. In dealing with acquisition teams, make sure to do the primary negotiating with the key decision-makers so as to avoid getting the "two step" shuffle. 6. Try to limit trailing liabilities on the deal. Limit the size of hold-backs. Keep the reps and warranties as narrow as you or your lawyers can negotiate. Make sure they have a short-term expiration date (e.g., 1 year from the date of closing). I am sure others will have more significant practical points to make. Many other items might be added to this list.