Running the Business While Selling It: Staying Focused Through an Ontario Deal

Once you sign a letter of intent, you effectively take on a second job. The business still needs to be run — customers served, staff managed, bills paid — while you also respond to due diligence requests, review draft agreements, and negotiate terms with a buyer. Running a business while selling it is one of the more underestimated strains of an Ontario deal, and it doesn't get easier the longer the process runs.

This matters for a reason beyond your own stress level. Buyers are watching the business the entire time they're evaluating it, and a lot of purchase agreements are built to notice — and react to — a slip in performance between signing an LOI and closing.

This article looks at why the sale process pulls attention away from the business, what tends to slip first, and practical ways to protect both the company and the deal while you're doing both jobs at once.

Why a Sale Process Competes With Running the Business

A business sale generates an enormous amount of work that has nothing to do with day-to-day operations: assembling due diligence materials, answering a buyer's questions about contracts and financials, negotiating the purchase agreement's representations and warranties, and coordinating with your lawyer and accountant. None of that pays a customer invoice or fixes a staffing gap.

Owners who handle the sale personally — which is common in smaller deals — often find that the hours it takes come directly out of time they'd otherwise spend managing the business. The result isn't usually a single dramatic failure. It's small things: a follow-up call that doesn't happen, a hiring decision that gets delayed, a marketing push that quietly stops.

What Tends to Slip First

• Sales and business development. Prospecting and relationship-building are often the first casualties, since they don't have an immediate deadline attached.
• Staff management. Regular check-ins, performance conversations, and hiring can drift when the owner's attention is elsewhere.
• Discretionary spending decisions. Owners mid-sale sometimes defer decisions about equipment, inventory, or marketing that they'd normally make promptly.
• Administrative housekeeping. Contract renewals, licence renewals, and routine compliance tasks can get missed in the noise.

None of these are catastrophic in isolation. Together, over a sale process that can run for a while, they can add up to a business that looks measurably different at closing than it did when the letter of intent was signed.

How a Slip in Performance Can Show Up in the Deal

This isn't just a business-management concern — it can directly affect the transaction:

• Working capital adjustments. Purchase price is commonly adjusted at or after closing by comparing an estimated closing statement to a final one. A drop in receivables, inventory, or cash position between signing and closing can move that adjustment against the seller.
• Representations and warranties. Purchase agreements typically include seller representations about the state of the business, often required to be true again ("brought down") at closing. A material change in the business between signing and closing can create friction around those representations.
• Closing conditions. Agreements commonly include conditions that must be satisfied before closing occurs. A deteriorating business can make some of those conditions harder to meet.
• Buyer confidence. Beyond anything written into the agreement, a buyer who senses the business is being neglected during the sale process may simply become more cautious — or more aggressive in renegotiating.

Protecting the Business While You're Also Selling It

• [ ] Assign a due-diligence point person (an internal manager, your accountant, or your lawyer's team) so buyer requests don't all land directly on your desk.
• [ ] Set a fixed block of time each week for sale-related work, rather than letting it interrupt operations unpredictably.
• [ ] Keep your management team informed on a need-to-know basis so routine decisions don't stall waiting on you.
• [ ] Continue normal-course spending and hiring decisions unless your purchase agreement specifically restricts them between signing and closing.
• [ ] Ask your lawyer to flag which covenants in the agreement govern how you must operate the business before closing, so you know the actual boundaries rather than guessing.

Building a Team So You're Not Carrying Both Jobs Alone

The owners who manage this best generally aren't doing it alone. A lawyer handles the agreement and the legal due diligence process; an accountant handles the financial due diligence and any tax structuring questions; and, where the business is large enough to support it, a trusted manager or two can absorb day-to-day decisions that don't strictly need the owner's sign-off. Bringing in that support early — rather than after performance has already slipped — tends to protect both the deal and your own bandwidth.

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