False Summit Series · Article · 4 min read

The First Question Is Never About Value

What founders actually want from a transaction, and why the answer almost never starts with a number.

← All insights
Main takeaway

The first question in any transaction is not about valuation. It is about what the founder actually wants. That answer changes everything.

Twenty minutes into almost every first conversation, something shifts.

The founder has been talking about revenue growth, margin improvement, what the business does and why it matters. Professional. Prepared. All the right answers to questions nobody asked.

Then someone asks a different question.

Not what do you think it's worth or have you talked to a banker. Something simpler. What does life look like after this.

The room changes.

The number is never really about the number.

Nobody who spent fifteen or twenty years building a business lies awake thinking about EBITDA multiples. They think about what the business represents. The employees who have been there since year one. Customers who trusted them when they were small. An identity that got built alongside the revenue.

The number matters because of what it makes possible. Concretely. A founder who says they want $20 million usually means something far more precise when you press the follow-up. They want to fund their grandchildren's education without thinking about it. They want their management team taken care of. They want to know the business will survive them.

Those are personal goals, not financial ones. They have almost nothing to do with how a buyer underwrites value.

The first question is never what is your business worth. It is what do you actually want.

The answer reshapes everything downstream. Which buyer type is right, which deal structure makes sense, which terms are negotiable. A founder who needs liquidity now thinks about earnouts very differently than one planning to stay involved for three more years. A founder whose employees are family evaluates a PE add-on differently than one who has no emotional attachment to the org chart.

Most advisors skip this entirely. They go straight to the number. The number is easier.

Why the first answer is almost never the real one.

Ask a founder what they want from a transaction and the first answer is almost always the same. The highest possible price.

True. Also incomplete.

The founders who end up most satisfied with their exit got specific about what the number was actually for before the process started. Specificity does not change the number. It changes every decision made in pursuit of it.

A founder who knows they need $8 million to fund the life they want and $12 million to fund the life they dream about approaches a $15 million offer differently than one who has never done that math. The first founder evaluates the offer against something real. The second evaluates it against a feeling, which is almost always insufficient regardless of the dollar figure.

The most consequential conversation in any transaction happens before the banker is engaged. It has nothing to do with valuation methodology or buyer outreach strategy. It is about what the founder actually wants and what the business needs to deliver to get there.

That conversation is almost never happening.

What changes when it does.

A founder who has answered the first question arrives at every subsequent conversation on different footing.

They can see which buyer types align with their goals and which ones create structural conflicts. If a founder wants their management team retained and promoted, a cost-cutting strategic acquirer is wrong regardless of how attractive the multiple looks. If they want to stay involved for five years, a buyer who has no role for the founder post-close is wrong too.

Deal terms come into focus. Earnouts are a significant risk when you need liquidity now and a reasonable structure when you want continued upside. The difference between those two positions has nothing to do with the business itself. It comes from the answer to the first question.

And they know when to walk away. Founders who accept bad deals are almost always the ones who never got specific about what they needed. When you have not done the math on what the life actually costs, every number above zero feels like it should be enough.

The first question is not a soft question. It is the most important analytical exercise in the entire process. It just does not feel like analysis because it is personal. Which is exactly why it almost never gets asked.

Cordis Global works with founders in the twelve to twenty-four months before a transaction. The first conversation is always about what they actually want. Everything after that is about how to get it.
Cordis Institute

Research led by Ron Smith, CM&AA®, Founding Partner of Cordis Global and Head of Research at the Cordis Institute.

Read his full profile →

Preparing for the right buyer starts with knowing who that is.

Cordis works with founders in the twelve to twenty-four months before a transaction.