Perspectives / 2 June 2026 / 7 min
The sell-side process in 2026: what changed after the 2022 reset
Buyers still buy. They diligence harder, they price risk into structure rather than into headline value, and they punish preparation gaps.
Partner, M&A, CrossHill Finance
The most visible change is where the negotiation happens. In 2021 the fight was over the multiple. Today the multiple is settled early and the real negotiation moves into structure: earn-outs, deferred consideration, working capital mechanics and warranty cover.
The second change is diligence depth. Cohort data, churn definitions and revenue recognition get tested line by line. A company that cannot reconcile its own reporting to its accounts loses weeks, and weeks cost value.
The third change is buyer behaviour. Strategics move slower and with more internal approvals. Sponsors move quickly when the asset fits an existing platform and not at all when it does not. Long buyer lists no longer create competition; the right twenty names do.
What this means in practice: preparation is where the value is now won. Four to eight weeks spent on the memorandum, the model and the data room buys more than any amount of clever positioning later.