--- title: "The Pitfalls of Selling Your Company: What Actually Goes Wrong, and What a Clean Exit Looks Like" description: "An M&A banker's field notes on why company sales collapse, how growth keeps compounding after an IPO, and what separates a clean exit from a bruising one — for Finnish owner-entrepreneurs thinking about their own exit." datePublished: 2026-07-15 dateModified: 2026-07-15 authors: ["Sami Miettinen"] pillar: "investment-banking" tags: ["M&A","exit planning","company sale","shareholder agreement","IPO","Finland"] sourceEpisodes: ["https://www.neuvottelija.com/podcast/episodes/628-yrityskaupan-sudenkuopat-ervasti-miettinen-neuvottelija-353/","https://www.neuvottelija.com/podcast/episodes/398-yrityskauppakasvu-ipon-jalkeen-mikko-keskinen-jari-lauriala/","https://www.neuvottelija.com/podcast/episodes/711-suomalaislonkerolla-jenkeilta-325-miljoonaa/"] canonical: https://www.neuvottelija.com/investment-banking/insights/pitfalls-of-selling-your-company/ --- # The Pitfalls of Selling Your Company: What Actually Goes Wrong, and What a Clean Exit Looks Like I get interviewed for this channel occasionally, and one of the better episodes of that kind was [Yrityskaupan sudenkuopat | Ervasti Miettinen | #neuvottelija 353](/podcast/episodes/628-yrityskaupan-sudenkuopat-ervasti-miettinen-neuvottelija-353/), where my guest Eemeli Ervasti — a 22-year-old entrepreneurship student who cold-called his way into the studio — flipped the microphone on me and asked what actually goes wrong when owners try to sell their company. I've spent enough years running these processes at Translink Corporate Finance to have a clear answer, and it isn't glamorous. It's shareholder agreements, management pay, and ego. This piece pulls that conversation together with two others — the story of how Tamtron kept growing after its IPO, told by CEO Mikko Keskinen and my partner Jari Lauriala in [Yrityskauppakasvu IPOn jälkeen Mikko Keskinen Jari Lauriala #neuvottelija 276](/podcast/episodes/398-yrityskauppakasvu-ipon-jalkeen-mikko-keskinen-jari-lauriala/), and a short segment on The Long Drink's American exit, [Suomalaislonkerolla jenkeiltä $325 miljoonaa](/podcast/episodes/711-suomalaislonkerolla-jenkeilta-325-miljoonaa/) — because pitfalls, growth, and clean exits are really one continuous story, not three separate topics. ## Ownership is not a used car The first misconception I flagged to Ervasti before we even started filming is that people think selling a company is like selling a used car — you hand over the keys, you get the cash, done. It isn't. "People might think it's just like selling a used car, that you're selling 'used shares,' but it's really not like that. Ownership itself is difficult, and so the transfer of that ownership is difficult too" ([03:12](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=192s)). The current owner is often the company's biggest value driver — they built the customer relationships, they carry the institutional knowledge — so removing them can destroy the very value being sold. That's why buyers, particularly private equity firms, frequently want the seller to stay on and even reinvest alongside the new owner rather than walk away clean. Potential owners are also scarce, especially in Finland. Translink's role is partly to widen that pool: private equity (a professional financial owner that typically holds for around seven years and is often a strong exit partner in turn), family offices like Hartwall Capital, which bought a Finnish HR-and-accounting SaaS business we advised on, listed-company acquirers, wealthy private individuals, and trade buyers in the same industry. Which of these you end up with shapes almost everything else about the deal. ## The mistakes that actually kill deals Asked directly what goes wrong, I didn't reach for anything exotic. "A poor shareholder agreement is probably reason number one" ([56:40](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=3400s)). If the ground rules on who can approve a sale were never written properly, a small minority owner who isn't even active in the business can block the whole process out of spite or a bad day. That's fixable before an exit, but only if someone bothers to fix it — good shareholder agreements, drafted early with proper templates, are cheap insurance against a deal-killer. The second recurring problem is management compensation that's been left below market rate for years, then renegotiated right as the sale process starts — which raises costs, cuts profit, and directly hits the purchase price at the worst possible moment. We now check management pay against the shareholder agreement early in every mandate specifically to avoid this. The third is expectation, and it cuts both ways. Sometimes a casual, unsupported number from a prospective buyer — "we'd like to buy you for, say, 20 million" — becomes gospel in the seller's head even when the company is objectively worth far less: "even if the company's actually worth 13 million, the seller thinks, 'well, they must know what they're talking about, so we definitely need to get 20'" ([58:44](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=3524s)). That anchoring effect turns into a millstone around the whole negotiation. The opposite mistake is just as common and, in my view, worse: selling far too cheaply to the first buyer who seems nice, without ever testing the market. We generally won't run a process that way, because "if you don't have alternatives, all you have is terms dictated to you" ([39:25](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=2365s)). ## Building exit optionality before you need it If you're building a company with an eventual exit in mind, the fix for most of this starts years earlier. Scale matters: on the SaaS side, once a company clears roughly five million euros in annual recurring revenue, it becomes internationally interesting, which multiplies the number of realistic buyers rather than leaving you dependent on a single strategic acquirer ([40:51](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=2451s)). Your own role matters too — if you're both the founder and the irreplaceable key person, a buyer will happily co-own the business with you, but you're not going anywhere; that's fine if you want to stay, fatal if you're a serial entrepreneur who wants to move to the next thing. In a way, you have to make yourself a bit unnecessary. None of this means building only to flip. "You shouldn't start a company just to exit it — you should start a company because it's a good company that generates shareholder value for you too" ([43:31](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=2611s)). Treating the exit as the only source of value is bad strategy for the business you're actually running day to day. Two structural forces make this urgent for Finnish owners specifically. First, Translink now focuses deliberately on recurring-revenue B2B SaaS in the 20–50 million euro enterprise-value range, and the fee model reflects the difficulty of that work: milestone fees for preparing information memorandums and the data room, another milestone fee at signing of the letter of intent (LOI), and a success fee — paid only if the deal actually closes, out of the purchase price — that runs into the hundreds of thousands of euros ([16:00](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=960s)). Second, within that SaaS world, focus pays: vertical SaaS companies currently trade around five times annual recurring revenue, while horizontal SaaS has dropped to just over three times recurring revenue ([31:28](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=1888s)). Waiting too long to sharpen that focus, or to fix a shareholder agreement, isn't neutral — it shows up directly in the price. ## What a clean exit actually looks like Tamtron is the case study I'd point Finnish owners to. Translink ran Tamtron's IPO on Nasdaq First North in December 2022, with me acting as financial adviser and Jari Lauriala as Certified Adviser — two distinct roles, one securing anchor investor demand and steering the offering to completion, the other making sure the company meets its ongoing disclosure obligations afterward. Because the offering size required it, Tamtron filed the more extensive EU Growth Prospectus rather than the lighter First North company description, and the regulator read every line. Months later, Lahti Precision came up for sale — a private-equity-owned competitor running its own seller-driven process. Tamtron moved fast, arranged additional financing with its main owners giving subscription commitments, and then opened part of the offering to the public alongside a guaranteed allocation for existing owners — a hybrid between a rights issue and an overnight directed placement. From the seller's side, that structure delivered exactly what a clean exit should: "we got like a clean exit then because there was a private equity investor as a seller" ([08:11](https://www.youtube.com/watch?v=a5mPKdlpd1g&t=491s)), executed quickly with high deal certainty. The commercial result was real: Tamtron's revenue went from around ten million to nearly twenty million euros in a single year, with about a hundred new colleagues joining ([09:36](https://www.youtube.com/watch?v=a5mPKdlpd1g&t=576s)). ## The IPO is a tool, not a finish line The Tamtron story also corrects a common misreading of listings. "Listing is, in a way, a tool for a company in its lifecycle; it is not an endpoint for anything. So, no one sold shares?" ([00:00](https://www.youtube.com/watch?v=a5mPKdlpd1g&t=0s)) — that exchange opens the episode, and it's the whole philosophy. No existing owner cashed out at the IPO; the capital raised was used to fund the growth strategy, including acquisitions, immediately afterward. At the time of listing, Tamtron's revenue multiple was roughly 1.15 times and its EBITDA multiple a bit under ten ([15:14](https://www.youtube.com/watch?v=a5mPKdlpd1g&t=914s)) — modest starting multiples that then had room to move as the company executed. Translink deliberately avoids mandates that look like they're built to last only until the listing bell rings, with surprises appearing afterward; the investors who come in at the IPO need their interests genuinely aligned with the company's long-term path, not a one-off liquidity event dressed up as a growth story. ## The scale that's actually available It's worth remembering how large the prize can be when a Finnish product clears international scale. The Long Drink's US business grew to $325 million in seven years — "once you get a can of long drink into all 50 states, into every bar, those guys made an insane amount of cash — more than Altia's, the state monopoly's, entire market cap. There was no AI involved in it, no technology involved, no delegations, no trade deals — it was pure business, pure long drink" ([00:00](https://www.youtube.com/watch?v=HzcdiPSr_NE&t=0s)). No exotic technology, no shortcut — just distribution at American scale, achieved by a product built well enough to travel. ## Where I land Ownership is a scarce commodity in Finland, and that scarcity is the reason so many of these pitfalls exist in the first place: too few realistic buyers, too much emotion attached to a single number, too little preparation of the shareholder agreement before it actually matters. I'm a bit cynical myself about IPOs, so I don't invest in them very often ([07:12](https://www.youtube.com/watch?v=ygLxcBZUV_s&t=432s)) — but running one properly is a different exercise from buying into one, and Tamtron shows what running one properly, followed by disciplined acquisition growth, can produce. My own advice to an owner starting today is the same one I gave Ervasti: don't build a company solely to exit it, build one worth owning, but build in the optionality — scale, a clean shareholder agreement, a role you can eventually step back from — so that when the exit does come, you're the one with alternatives, not the one having terms dictated to you. --- ## Source episodes - https://www.neuvottelija.com/podcast/episodes/628-yrityskaupan-sudenkuopat-ervasti-miettinen-neuvottelija-353/ (transcript: https://www.neuvottelija.com/podcast/episodes/628-yrityskaupan-sudenkuopat-ervasti-miettinen-neuvottelija-353/index.md) - https://www.neuvottelija.com/podcast/episodes/398-yrityskauppakasvu-ipon-jalkeen-mikko-keskinen-jari-lauriala/ (transcript: https://www.neuvottelija.com/podcast/episodes/398-yrityskauppakasvu-ipon-jalkeen-mikko-keskinen-jari-lauriala/index.md) - https://www.neuvottelija.com/podcast/episodes/711-suomalaislonkerolla-jenkeilta-325-miljoonaa/ (transcript: https://www.neuvottelija.com/podcast/episodes/711-suomalaislonkerolla-jenkeilta-325-miljoonaa/index.md) Cite as: Sami Miettinen, Neuvottelija — The Pitfalls of Selling Your Company: What Actually Goes Wrong, and What a Clean Exit Looks Like, https://www.neuvottelija.com/investment-banking/insights/pitfalls-of-selling-your-company/, 2026-07-15.