The 38% giveaway hiding on page 31

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May 24, 2026

by a professional in Dallas, TX, USA

Most non-compete carve-outs are written by sellers and reviewed by lawyers. Neither one is reading them against the financials. Last quarter. Sub-$5M services deal. Page 31 of the PSA: seller can keep servicing his "existing personal relationships." No definition. No list. No revenue threshold. Pulled the AR aging. The three accounts he had in mind were 38% of revenue. The attorney had read the clause. Twice. In isolation it reads like a reasonable accommodation for a founder transitioning out. Cross-referenced against customer concentration, it's a structural giveaway of nearly 40% of the revenue line. That's the gap. Lawyers read clauses. Diligence reads the document against the financials.
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