How to Prepare for a Management Call with Buyers: A Founder’s M&A Guide

Selling a company means meeting the people who might buy it. Somewhere in the middle of every sale process, after buyers have signed NDAs and read your information memorandum but before anyone commits to a number, they ask to meet management. That meeting is called a management call, a management meeting or a management presentation, and in a technology deal it’s usually a video call of 60 to 120 minutes: you, one or two of your senior people, your advisor, and two to four people from the buyer’s side.

It’s one of the most important interactions of the whole process, and the one part nobody else can do for you. Your advisor can build the model, create the memorandum and run the auction. But when a buyer asks why net revenue retention dipped in the third quarter of 2024, you’re the one answering.

There’s a specific failure worth naming upfront, because it’s common and expensive. A good M&A advisor will have spent weeks with you building an equity story: the reason your business is worth more than a multiple of last year’s EBITDA, and the reason it’s worth more to this buyer than to the next one. That story goes into the memorandum, and the memorandum does its job, which is why these buyers asked to meet you. Then the founder joins the call and tells a different story, usually about the product. Buyers notice the gap immediately, and what they conclude is that the story belonged to the banker rather than to the business.

So the question this guide answers is how can you, as a founder, present your business, and your equity story in the management call, so that a buyer leaves more convinced than when they arrived.

Summary

• Management calls happen after buyers have read your memorandum and before they put a number on paper. Everything you say shapes the offer that follows.
• The equity story in your memorandum has to be one you can tell yourself, in your own words. A strong memorandum followed by a vague call reads as a story written by somebody else.
• Technical founders lose value by opening with product and architecture. Buyers price revenue quality, client concentration, growth mechanics, and what happens to the business without you.
• Find out who’s attending. Sometimes you’re in front of the decision maker, sometimes in front of the person who has to describe you to one. Prepare differently for each.
• One to two weeks of focused preparation is enough: a reconciled numbers pack, an equity story you can deliver in fifteen minutes, a recorded mock call, and a one-page cheat sheet on your desk.

What Is an M&A Management Call?

A management call is a live session where you and one or two of your senior people present the business to an interested buyer and then answer their questions about your business. The buyer typically arrives having read your information memorandum and formed an early view of what your company might be worth. The call is where that view firms up or falls apart.

A short deck helps during these management calls, and your advisor should put one together so the conversation has a spine and the right numbers are on screen when you need them. Nobody is grading the slides, though. The buyer asked for this meeting to talk to you: to see whether you understand your own business, whether the story in the memorandum holds up when they push on it, and whether they can imagine working with you for the next few years. Treat it as a conversation with something prepared to fall back on, rather than a presentation to be delivered.

What loses these calls is a founder who can’t go one level below the headline numbers. No amount of slides fixes that.

Where Management Calls Sit in the M&A Process

Buyers meet you before they commit to a concrete valuation number for your business. Whatever they take away from ninety minutes with you goes into the model they use to build their offer.

You’ll run two to four of these calls inside one to three weeks. Ask your advisor to cluster them deliberately. If one buyer meets you three weeks before the others, they get to set the anchor and everyone else bids against it. Clustering also means telling the same story three or four times in ten days, which is an advantage if you rehearsed and a consistency risk if you didn’t.

Your Equity Story Is the Point of the Call

An equity story is the answer to a simple question: why is this business worth more than its current earnings suggest, and why is it worth more to you than to somebody else? It’s what your memorandum argues. It’s the reason a buyer read forty pages and asked for a meeting instead of passing.

For a software or IT services business it usually rests on four or five claims. Something like: we own a position in a niche that’s hard to attack, our revenue repeats and here’s the evidence, there’s a growth path we’ve proven at small scale but can’t fund alone, and a buyer with distribution or capital can do more with it than we can. Every one of those claims needs a proof point behind it.

Where founders get caught is the handoff. The advisor drafts the story, the founder reads it, agrees with it, and assumes the document will carry it. Then the buyer asks “so what’s the growth opportunity here?” and hears an answer that has nothing to do with page eleven of the memorandum. Sometimes the founder can’t remember what the memorandum claimed. That’s a bad moment, and it’s entirely avoidable.

Three things to do about it, with your advisor, before the first call.

Make the story yours: Sit down with whoever wrote the memorandum and go through the argument claim by claim. Push back on anything you don’t believe, because you’ll be the one defending it under questioning and a claim you’re privately unsure about will show.

Attach proof to every claim: For each pillar of the story, ask what you’d show a buyer who said “prove it.” If you’re claiming your revenue is sticky, the proof is a retention number by cohort. If you’re claiming a growth path, the proof is the pilot that worked, the pipeline already in hand, the two clients who’ve signed for phase two. Claims without proof get discounted to zero, and worse, they make the buyer question the claims you can prove.

Adapt the last part per buyer: The “why us” element changes depending on who’s across the table. To a strategic acquirer it’s about what the combination produces. To a private equity platform it’s about what capital and a bigger sales function would do. Same business, same facts, different emphasis. Your advisor should tell you which version to lead with before each call.

A memorandum and a management call that tell the same story, in different registers, is what a well-run process looks like from the buyer’s side. It builds the impression that the business has been understood rather than packaged.

Who Is on the Management Call, and What Buyers Need From You

Before you prepare, find out who’s actually attending the management call. It changes what the ninety minutes is for, and your advisor should be able to tell you.

Sometimes you’re meeting the decision maker: A partner at a smaller private equity firm, the CEO or divisional head at a strategic acquirer, the principal behind a permanent capital vehicle, a founder buying your company himself. In those calls you’re being assessed directly and conviction counts as much as data. Someone who leaves the call convinced can carry a deal internally past objections that would otherwise kill it. They’ll also make up their mind faster than you expect, sometimes in the first twenty minutes.

Sometimes you’re meeting the person who has to describe you to somebody else: At a larger private equity firm that’s often a vice president or associate who writes the investment paper for a committee. At a large corporate it’s a corporate development manager building a business case for a divisional president and a CFO. They are either your advocate in that room or they aren’t, and your company gets compressed into three pages by somebody who met you a few times for these management discussions.

That second case changes what a good answer sounds like. Your job is to hand them sentences they can put straight into the memo. “Retention is strong, our clients love working with us” is unusable. Compare it with this: “Gross retention was 94% last year. The churn we had sits almost entirely in clients under $10k a year that we onboarded before we had a customer success function. Net retention on everything we’ve signed since 2023 is 112%.” That version goes into the paper unedited and supports a higher multiple, because nobody has to interpret you.

Same for an IT services business. “We have great long-term client relationships” is a sentence nobody can price. “Our top five clients are 38% of revenue, all on master agreements with 90-day notice, and the average relationship is 4.6 years old” is one they can.

And when the buyer is strategic, financial answers alone won’t do it. They came because they think you fit something. They want to hear where your product sits next to theirs, which of their clients would buy what you sell, what you’ve built that would take their team two years, and how hard you’d be to integrate. Expect questions from someone technical, and expect them to be specific. A founder who can talk credibly about the combination, rather than only about their own business, gets valued as a strategic asset instead of a financial one. Ask your advisor what the strategic logic is before the call, and have your own view on it, including where you think the fit is weaker than they assume.

How to Prepare for a Management Call?

Here’s the most common way founders of technology businesses damage their own valuation. Asked to “tell us about the business,” they answer with the thing they know best and care most about: the product, the architecture, why their approach beats the alternatives, the roadmap for the next eighteen months.

None of that is wrong, but it’s badly weighted. Forty minutes in, the buyer still doesn’t know your gross margin, your revenue concentration, or how you intend to double the business. Now they have to spend their question time extracting basics instead of getting comfortable with the growth case. One software investor who takes these calls constantly told us he routinely has to draw the business metrics and the growth plan out of founders himself, while the advisor sits silently on the line. This is why it is important to choose the right M&A advisor to represent you in an exit process.

Buyers who have to dig for fundamentals do one of two things. They assume the fundamentals are weak, or they price in the uncertainty.

The pattern looks the same in IT services, with different vocabulary. Founders describe their delivery methodology, their certifications, their partner tiers and their nearshore setup, while the buyer waits to hear about utilization, bill rates, client concentration and senior engineer attrition.

You don’t need to hide your technical depth. Buyers of software companies want to know the platform isn’t held together with tape, and a founder who can’t explain their own architecture is a different kind of problem. What needs to change is the sequence. Lead with the commercial picture, show that the technology supports it, and save the deep architecture discussion for the technical diligence session where the buyer’s own CTO will be on the call and will actually enjoy it.

What Buyers Look For in a Management Presentation

Strip out the pleasantries and every management call is four assessments running at the same time.

1. Can I believe the numbers?

Your memorandum is open on their second screen. They’re checking whether the person who signed off on those figures understands them. If you can’t break your own revenue down by segment, or you contradict a number in your own document, everything else in it becomes suspect. This is the fastest way to lose a bidder, and it happens more often than you’d think.

2. Is the growth plan real or a spreadsheet?

Every seller shows a hockey stick, so buyers discount forecasts by reflex. What survives the discount is a plan with named mechanics: two more sales hires at this ramp and this quota attainment, a partner channel already delivering 15% of new bookings, three enterprise clients where you’ve signed statements of work for phase two. If your growth answer is “our market is growing 20% a year,” expect an offer that prices the business you have today.

3. What happens to this business without you?

Key-person dependency is the discount applied most often to founder-led technology companies. Buyers ask about it obliquely and then watch. If every question about sales, delivery and product gets answered by you while two colleagues sit silent, they have their answer. Bring people who talk.

4. Do I want to spend the next four years with this person?

Unromantic, but real. Most technology deals involve a transition period, an earnout, or a rollover stake, so the buyer is working out whether you’re reasonable under pressure and whether you bring them bad news early. Getting defensive about a real weakness reads worse than the weakness itself.

The Numbers Buyers Expect You to Know Before the Call

What gets tested depends on your business model. If you sell software and services both, expect questions on both sides of this table, and expect the buyer to want the two revenue streams separated cleanly.

Two things to pay attention to from our experience:

Definitions: Agree with your advisor what ARR, bookings, utilization and churn mean in your company before the first call, write it down, and use the same definition with every buyer. Inconsistent definitions across calls is one of the quickest ways to lose credibility, and it’s entirely avoidable.

Adjustments: If you’re adding back the car, the family member on payroll and the office you rent from yourself, know each one and be ready to justify it in a sentence. Buyers accept normal owner adjustments. They don’t accept a founder who can’t explain what’s in their own EBITDA number.

For more on how buyers value these two models differently, see our work on SaaS valuation multiples and M&A in IT services.

How to Prepare for Different Types of Buyers

Running the same script for a strategic acquirer and a search fund wastes the meeting. Ask your advisor who’s on the other side, why they’re interested and what they’ve bought recently. Then adjust what you lead with.

More on how these groups behave in our guide to selling your business to a software roll-up.

Management Call Agenda: How to Structure 90 Minutes

The most common structural error is presenting for an hour and leaving thirty minutes for questions. Buyers form their view during the questions. Give that block half the clock and protect it.

Two practical points. Send the materials in advance if your advisor agrees, because a buyer who’s read them asks better questions and you skip the narration. And don’t open with a product demo. If they want to see the product, offer a short walkthrough at the end or a dedicated session later.

Questions Buyers Ask Founders in Management Calls

These come up in nearly every technology management call. Write your answers out, then say them aloud until each one takes 30 seconds instead of three minutes.

1. Walk us through revenue for the last three years. Know the split by product or service line, client segment and geography, and know which year had an anomaly and why.
2. Where does churn come from? Software: gross and net, logo and value, and which cohort carries it. Services: which clients you lost, why, and whether it was price, delivery or a change on their side. “We don’t really have churn” is never believed.
3. Who are your top five clients and what share of revenue? Have the concentration number ready before they work it out themselves, with contract lengths and renewal dates.
4. How do you win new work? Lead source, sales cycle, win rate, average deal size, and who closes it. If the honest answer is “me,” say so and explain what you’re doing about it.
5. Why will next year’s plan happen? Tie every increment to a mechanism: headcount, pricing, pipeline already in hand, a signed partnership, contracted phase-two work.
6. What is your real gross margin? After hosting, support, licenses, and any implementation or delivery work you’re quietly subsidizing.
7. Who is critical, and what happens if they leave? Name the three or four people, and describe either the retention arrangements or the plan to build redundancy.
8. Who do you lose to, and why? A credible competitive answer builds more confidence than claiming you have no competition.
9. What are the three biggest risks in this business? Answer honestly, with a mitigation for each. A risk the buyer finds later, after you skipped past it, gets priced twice.
10. What does the transition actually look like? Who picks up each of your responsibilities, how long a proper handover takes, which client relationships you personally own and how they’d be moved across, and what you’d need from the buyer to make it work. Buyers are trying to size the operational risk in their first year of ownership.
11. What do you want to do after a transaction? Be straight. “I want out in twelve months” is workable if disclosed early and close to fatal if it surfaces during diligence.
12. Why are you selling now? Have a reason that’s about the company’s next stage rather than fatigue or a problem you’re trying to hand over.

If you don’t know a number, say “I don’t have that in front of me, we’ll send it today.” Then send it today. Inventing a figure that later contradicts the data room does far more damage than admitting a gap.

Your One-Page Cheat Sheet for the Buyer Call

Every founder we prepare gets one page, printed, sitting next to the laptop during the call. Not the model. Not the deck. One page holding the figures you’ll be asked for, so you never have to say “I’d have to check.” Build yours around this shape.

This work pays off twice, because most of it feeds straight into the data room. See our guide on how to prepare for due diligence.

What Not to Say in a Management Call

Agree this list with your advisor before the first call, because in the moment it’s easy to be helpful in ways that cost you.

• An off-the-cuff price: If valuation comes up and you haven’t planned for it, don’t improvise. More on how to handle this in the FAQ below.
• What the other buyers are doing: Competitive tension is your advisor’s instrument and it works through implication, not disclosure.
• Client-specific pricing, to a competitor: There are antitrust reasons as well as commercial ones. Keep it aggregated.
• Internal disagreements: If you and your co-founder see the strategy differently, or one of you is more committed to selling than the other, resolve it privately first.
• Speculative promises: “We could add that module in a quarter” becomes a diligence condition, and then a milestone in your earnout.

Questions You Should Ask Potential Buyers

Buyers consistently tell us that a founder who asks sharp questions raises their confidence rather than their guard. It signals you’re choosing a partner rather than hoping to be chosen. You’re also going to work for these people, or alongside them, for the next few years. Reserve fifteen minutes and ask:

• What’s your thesis on this space, and where does our business fit in it?
• What would you change in the first year, and what would you leave alone?
• Who from your side would work with us day to day after closing?
• Where is the equity coming from, and is it committed? What does your approval process look like from here?
• Can we speak to a founder from a company you acquired?
• What happens to my team, and what do you expect from me personally?

The reference question is the most useful one on that list, and the reaction to it tells you nearly as much as the reference will.

How to Rehearse Before Your First Buyer Call

Most founders rehearsed for their Series A and then walk into a call that decides the value of fifteen years of work with no practice at all. One to two weeks of focused work fixes that. Roughly in this order:

• Reconcile the numbers pack: Every figure you’ll quote should match the memorandum, the model and the data room. Where they differ, understand why before a buyer asks.
• Own the equity story: Go through it claim by claim with your advisor, attach a proof point to each one
• Run a mock call and record it: Have someone play a difficult buyer, interrupting and pushing on the weakest part of the business rather than lobbing friendly questions. Watching yourself take four minutes to answer a question about churn is more persuasive than any coaching note.
• The day before: Print the cheat sheet, read the briefing on the buyer, and re-read your own memorandum.

Management Call Mistakes That Cost Founders Money

• Telling a different story than your memorandum. The gap between the two is the first thing a buyer notices, and what they take from it is that somebody else wrote the document.
• Talking without pausing. A monologue tells you nothing about what this buyer cares about. Invite questions as you go, notice what they write down and what they skip, and follow the thread they’re interested in. If you reach the end of your prepared material without having learned what matters to them, you broadcast instead of meeting.
• Contradicting your own numbers. Re-read the memorandum the day before. Every figure you say should match what they already have in front of them.
• Changing definitions between calls. Fix what ARR, bookings, utilization and churn mean, then stay consistent across every call.
• Going defensive on a fair question. Client concentration is visible in your own data. Acknowledge it and describe what you’re doing about it.
• Bringing five people and letting one talk. This confirms the key-person risk the buyer already suspected.
• Overselling. Enthusiasm past the point of evidence makes buyers doubt everything, including the parts that were true.
• Turning the call into a demo. Screen-sharing the product for thirty minutes is the most common way technical founders lose a management call.
• Slow follow-up. Log every unanswered question and clear it within 48 hours. Slow answers read as disorganization and lower confidence before diligence has even started.
• Letting the calls spread out. The first buyer to meet you sets the anchor. Cluster them.

How a Sell-Side Advisor Can Prepare You for the Management Call

If your advisor joins the call and says nothing, you’re paying for a note-taker. Here’s what the work should look like, so you know what to ask for.

• Build the numbers so you can defend them: Most founders in software and IT services are technical people running on management accounts. Someone has to assemble the revenue build, the retention analysis, the margin picture by contract type and the EBITDA adjustments, then walk you through them until they’re yours to explain rather than theirs.
• Craft the equity story with you, not for you: The argument that makes your business worth more than a multiple of last year’s earnings has to survive contact with a buyer’s questions, which means you have to believe it and be able to prove each part of it. The materials come second.
• Rehearse you, then brief you: A recorded mock call with the advisor playing the skeptical buyer, the weak answers rewritten afterwards, and a page on each buyer before you meet them: their thesis, recent deals, who’s attending and whether they can decide, what they’ve already asked, and the two questions they’re most likely to press.
• Run the room: Agree the agenda in advance, open the call, keep time, redirect a conversation that’s drifted into a product tour, absorb the valuation question so you don’t have to answer it cold, and close with dated next steps.
• Control the schedule and debrief the same day: Calls clustered inside a short window so no buyer sets the anchor, follow-ups tracked so all bidders stay on the same clock, and a conversation after each call about what worried them and what to fix before the next one.

None of this is glamorous and all of it moves price. A buyer who leaves your call able to write a clear investment paper bids higher than one who leaves with a page of architecture notes and open questions about churn.

Once the calls are done, the next documents matter. Read how to evaluate an M&A term sheet before the first letter of intent lands, and our guide to earnouts in M&A if a buyer starts moving your consideration into contingent payments.

FAQ

How long is a management call in an M&A process?

On smaller deals, up to around $10m, one or two video calls of 60 to 90 minutes (or someitmes an in-person meeting) is often enough. Above that, expect 90 to 120 minutes and usually a few follow-up, deeper session once a buyer is serious. On larger processes, buyers want half a day in person, often with an office visit, and will bring several people including someone technical.

What materials do I need for a management call?

A short deck your advisor prepares, so the conversation has structure and the numbers are on screen when they’re needed. Your one-page cheat sheet. And your own memorandum, re-read the day before. Don’t spend a week on slide design. The buyer is there to talk to you, gauge whether you know your business, and work out whether they can see themselves working with you.

Who should attend from my side?

You, whoever owns the numbers (whether it’s the CFO internally or your M&A advisors), and one or two people who run the business day to day, usually sales and delivery or engineering. Three to four people is right. Everyone in the room needs something substantive to say, because silent attendees reinforce key-person concerns.

Should I discuss valuation on a management call?

It depends, and it should be a decision you make with your advisor before the call rather than in the moment.

The default is not to. A number you volunteer becomes the anchor for everything that follows, and once you’ve named a figure it’s very hard to negotiate above it. You also reveal your expectations, which the buyer will use when they structure the offer.

There are situations where a range gets signaled on purpose. If a buyer’s early indication sits a long way below where the process is heading, telling them so saves both sides weeks. If they’ve already put a written range on the table, referring to it is fine because it’s already there. If you have a hard floor below which you won’t sell, a buyer sometimes needs to hear it before they invest in diligence. In each of those cases the words should be agreed in advance and, ideally, delivered by your advisor rather than by you.

What you want to avoid is answering “so what are you looking for?” off the cuff, eighty minutes into a call, when you’re tired and want to be helpful. Have a line ready. Something like “we’re running a process and we’ll come back to everyone on value once the indications are in” is enough, and then let your advisor pick it up.

What if I don’t know the answer to a question?

Say you don’t have it to hand and commit to sending it the same day. Buyers accept gaps. They don’t forgive figures that turn out to be wrong once the data room opens.

Do I have to tell my team we’re in a sale process?

You’ll need two or three of them in the calls, so a small group has to know. Bring in the people whose answers a buyer needs, tell them properly rather than in fragments, and settle any retention arrangements early. Wider communication normally waits until a deal is signed. However, this is very specific to companies and can vary in different situations we have advised on.

Can I run management calls without an advisor?

You can, and some founders do it well. The difficulty is that you end up being the presenter, the moderator, the person who can’t discuss price, and the one still running the company. Buyers do this dozens of times a year and you’re doing it once. That asymmetry is why most sellers bring in someone who has sat on the other side of the table.

About Aventis Advisors

Aventis Advisors is an M&A advisor for technology and growth companies. We believe the world would be better off with fewer, better quality M&A deals done at the right moment for the company and its owners. Our goal is to provide honest, insight-driven advice, clearly laying out all the options for our clients, including the one to keep the status quo.

If you have buyer calls coming up, or a buyer who has already approached you directly, get in touch. We’ll tell you honestly what your business is likely to be worth and how the process looks from here.