Non-Solicitation Scope - Protecting Your Future Options

You’ve spent fifteen years building a company, and along the way, you’ve identified the handful of exceptional people who make things happen. Now you’re selling, and buried on page forty-seven of the purchase agreement is a provision that could prevent you from ever working with those people again. Even in an entirely different industry, even years from now. Many sellers skim past non-solicitation clauses, assuming they’re standard boilerplate. That assumption can cost you access to one of your most valuable future assets: proven talent you’ve personally evaluated over years of collaboration.

Executive Summary

Employee non-solicitation provisions represent one of the most overlooked yet consequential elements of business sale negotiations. While sellers focus intensely on purchase price, earnout structures, and non-compete terms, non-solicitation scope often receives cursory attention. A mistake that can limit post-exit options for entrepreneurs planning future ventures.

These provisions restrict a seller’s ability to recruit former colleagues after closing, ostensibly protecting the buyer’s workforce stability. But overly broad non-solicitation terms can prohibit sellers from building new teams that use their most valuable professional relationships. For serial entrepreneurs who expect to launch or acquire new businesses, the ability to recruit known, trusted talent isn’t just convenient. In our experience working with exiting owners, those who can recruit from their networks often assemble effective teams faster than those starting from scratch with unknown candidates.

The negotiation challenge lies in satisfying legitimate buyer concerns about employee retention while preserving reasonable flexibility for sellers. Buyers justifiably worry about investing significant capital only to watch key employees depart to join the seller’s next venture. Sellers, meanwhile, recognize that their professional networks represent decades of relationship-building that shouldn’t be entirely surrendered as part of a transaction.

This article examines the specific elements that determine non-solicitation restrictiveness, identifies the negotiation points that create flexibility, and provides practical frameworks for crafting provisions that protect both parties’ legitimate interests without unnecessarily constraining seller futures. We also acknowledge that these approaches work best in mid-market and larger transactions with sophisticated parties. Simpler approaches often make more sense for smaller deals.

Introduction

When entrepreneurs contemplate selling their businesses, they naturally focus on the headline number. The purchase price that represents their years of effort converted to liquidity. Sophisticated sellers also pay close attention to earnout structures, working capital adjustments, and indemnification provisions that can significantly affect actual proceeds.

Non-solicitation provisions often receive less scrutiny than other deal terms, partly because they seem less immediately consequential than terms affecting closing proceeds. This represents an analytical blind spot. For business owners planning future ventures (whether launching new companies, joining other businesses, or pursuing acquisition strategies) non-solicitation scope can determine their access to the talent networks they’ve built over decades.

The standard framing presents non-solicitation provisions as straightforward buyer protections. Buyers argue, reasonably, that they’re acquiring a business that includes its workforce, and they need protection against sellers immediately recruiting away key employees. This logic has merit, and most sellers accept some level of non-solicitation restriction as legitimate and appropriate.

Problems emerge when non-solicitation provisions extend beyond reasonable protection into territory that significantly constrains sellers from pursuing future opportunities that have nothing to do with the acquired business. An overly broad provision might prevent a seller who sold a regional HVAC company from recruiting a talented operations manager for an unrelated technology startup five years later. Simply because that manager once worked for the sold company.

Understanding non-solicitation scope requires examining multiple provision elements: which employees are covered, what activities constitute prohibited solicitation, what geographic boundaries apply, and what duration limits govern the restrictions. Each element presents negotiation opportunities, and the interaction between elements determines the practical restrictiveness of the overall provision.

Non-solicitation dynamics vary considerably by industry and company size. Technology companies, where talent mobility runs high and specialized skills command premiums, often see more aggressive non-solicitation provisions than traditional manufacturing businesses. Similarly, a 15-person company where everyone knows each other presents different dynamics than a 200-person organization with multiple layers of management. Context-specific analysis, rather than generic templates, produces better outcomes.

Understanding Non-Solicitation Provision Architecture

Non-solicitation provisions aren’t monolithic restrictions. They’re constructed from multiple elements that interact to determine actual restrictiveness. Understanding this architecture reveals the negotiation opportunities that exist within seemingly standard language.

Employee Category Definitions

The most fundamental scope question concerns which employees fall under non-solicitation protection. Provisions range from narrow coverage of specific key employees to broad restrictions covering anyone employed by the company during a lookback period.

Named individual restrictions represent the narrowest approach, prohibiting solicitation only of specifically identified employees deemed critical to the business. This approach provides precision but requires identifying key employees during negotiation, which may create awkward dynamics and potential retention concerns if those employees learn of their designation.

Position-based restrictions cover employees in specified roles (typically management, sales, or technical positions) without naming individuals. This approach offers flexibility as people change roles while still focusing protection on positions that matter most to business continuity. Position-based restrictions work particularly well in organizations with clearly defined role hierarchies.

Compensation-based thresholds restrict solicitation of employees earning above specified amounts, using compensation as a proxy for importance. The appropriate threshold varies significantly by industry and geography. In technology sectors or high-cost metropolitan areas, key employees often earn $150,000 or more, while in manufacturing or service businesses in lower-cost regions, thresholds of $75,000-$100,000 may capture essential personnel. Sellers should benchmark against industry compensation data rather than accepting arbitrary figures.

Universal restrictions prohibit solicitation of any employee, regardless of position, compensation, or tenure. These maximally broad provisions create the greatest constraints on sellers and often extend beyond legitimate buyer protection needs. We generally advise sellers to push back on universal restrictions unless the buyer offers meaningful concessions elsewhere. Though sellers should also weigh whether the negotiation effort is worth it relative to other deal terms.

The practical difference between these approaches is substantial. A seller subject to universal restrictions cannot recruit a former receptionist for an unrelated venture, while a seller subject to position-based restrictions retains flexibility regarding non-management employees.

Activity Restrictions and Definitions

Beyond employee coverage, provisions vary in what activities constitute prohibited “solicitation.” The term seems self-explanatory but actually encompasses a range of interpretations with very different practical implications.

Direct solicitation only prohibits the seller from personally reaching out to covered employees with employment offers. This narrow definition allows sellers to respond if former employees independently contact them about opportunities.

Active inducement expands coverage to include any efforts to encourage employees to leave, even without specific job offers. This might include discussing the buyer’s management problems or suggesting employees would be happier elsewhere. Courts have generally upheld these provisions, though enforcement can be challenging when conversations lack documentation.

Hiring restrictions go beyond solicitation to prohibit actually employing covered individuals, regardless of who initiated contact. Under these provisions, sellers cannot hire former colleagues even if those colleagues independently sought them out. These represent the most restrictive approach and deserve careful scrutiny.

General announcement exclusions create important carve-outs, typically allowing sellers to post general job advertisements or use recruiters, provided they don’t specifically target covered employees. Without this exclusion, sellers might technically violate provisions by posting positions that former colleagues happen to see and respond to.

The distinction between “solicitation” and “hiring” is particularly significant. Solicitation restrictions theoretically permit hiring employees who independently choose to leave and seek out the seller. Hiring restrictions eliminate this flexibility entirely, making the seller responsible for former colleagues’ independent choices. A burden that many sellers find unreasonable.

Geographic and Industry Boundaries

Some non-solicitation provisions incorporate geographic or industry limitations, though these boundaries are less common than in non-compete agreements.

Geographic restrictions might limit non-solicitation to employees working in certain regions, acknowledging that restricting solicitation of employees the seller never worked with directly may be unreasonable. This approach works well for businesses with multiple locations where seller involvement varied.

Industry limitations might permit solicitation for ventures in unrelated industries, recognizing that an employee’s value to a buyer in manufacturing equipment isn’t meaningfully threatened by that employee joining the seller’s restaurant venture. The challenge lies in defining “unrelated” with sufficient precision to avoid future disputes.

These limitations are worth pursuing but often meet buyer resistance, particularly when employees possess transferable skills valuable across industries. Experienced negotiators frame industry carve-outs around customer and competitive overlap rather than abstract industry definitions.

The Serial Entrepreneur’s Context

Understanding why non-solicitation scope matters requires appreciating how serial entrepreneurs typically build successful ventures. The pattern is consistent: experienced entrepreneurs often use relationships developed in prior businesses to accelerate new ventures.

The Talent Network as Potential Strategic Asset

Through direct working relationships, business builders can develop substantial knowledge of individual capabilities. They may learn which employees handle pressure well, which demonstrate integrity in difficult situations, and which possess skills that don’t appear on resumes. Research published in the Academy of Management Journal suggests that hiring from professional networks can reduce time-to-productivity, though the magnitude varies considerably based on role complexity, industry context, and how well past performance translates to new environments.

When these entrepreneurs launch or acquire new ventures, their talent networks can provide advantages. Though these advantages shouldn’t be overstated. Relationships change over time, people’s capabilities evolve, and what worked in one organizational context may not translate to another. A talented manager from your manufacturing business might struggle in a technology startup with different cultural expectations.

That said, when network hiring works well, the benefits can be meaningful: reduced recruiting costs, faster onboarding, and lower failure risk compared to hiring unknown candidates. Industry surveys from executive search firms suggest that external senior hires fail at rates ranging from 25-50% within 18 months, depending on role and industry. Hiring known quantities can reduce this risk, though it doesn’t eliminate it.

Overly broad non-solicitation provisions can constrain access to these networks. A seller who spent fifteen years identifying exceptional talent may find that talent off-limits for future ventures. Even ventures bearing no competitive relationship to the sold business.

Legitimate Buyer Concerns

Buyer anxiety about employee solicitation isn’t unfounded. Acquirers often pay premiums reflecting workforce quality, and watching key employees depart to join the seller’s next venture represents a real value transfer that wasn’t part of the deal. Research from M&A advisory firms indicates that unexpected key employee departures during the first 18 months can meaningfully reduce realized transaction value, though quantifying the exact impact depends heavily on the specific employees and their roles.

The timing concern is particularly acute during transition periods. If a seller retains relationships with key employees during post-closing involvement, and those employees depart shortly after the transition period ends, buyers reasonably question whether the seller was quietly laying groundwork for future recruiting.

These concerns deserve acknowledgment and appropriate protection. The negotiation challenge involves providing genuine protection without creating restrictions that extend far beyond legitimate needs. Sellers who dismiss buyer concerns outright often find negotiations becoming adversarial in ways that affect other deal terms.

Duration Considerations

Non-solicitation provisions typically specify duration limits, commonly ranging from two to five years post-closing. But the practical impact of these durations differs from non-compete provisions in important ways.

A two-year non-compete may feel manageable because industries evolve, and specific competitive knowledge becomes dated. Employee relationships follow different patterns. While contact frequency matters (relationships do weaken without maintenance) core assessments of capability and character tend to persist longer than technical knowledge.

A talented operations manager likely remains capable after two years. A trustworthy controller likely remains trustworthy. The relationships that make these individuals valuable to a seller’s future ventures don’t depreciate on the same curve as competitive intelligence. Though they may shift as both parties evolve professionally.

This means longer non-solicitation durations can create disproportionate constraints compared to non-compete durations. A three-year non-solicitation provision affecting a seller’s ability to work with trusted colleagues may prove more burdensome than a two-year non-compete limiting geographic scope.

Negotiation Frameworks for Balanced Provisions

Effective non-solicitation negotiation requires frameworks that acknowledge buyer interests while creating appropriate flexibility. The goal isn’t eliminating restrictions. It’s calibrating restrictions to actual protection needs. These frameworks provide starting points, but successful negotiation requires adapting approaches to specific transaction contexts.

Important caveat: These frameworks work best in mid-market and larger transactions where the value of talent access justifies additional legal investment. For smaller deals (under $5M), the legal costs and negotiation complexity may not be worth the effort. Simpler standard provisions with minor modifications often make more sense. Sellers should honestly assess whether detailed non-solicitation negotiation is worth the investment given their realistic post-exit plans.

The Tiered Coverage Approach

Rather than accepting universal employee coverage, propose tiered restrictions that match protection levels to employee significance.

Tier 1: Key employees identified by name or position receive the strongest protection. Perhaps full non-solicitation and non-hiring restrictions for the complete duration. These individuals truly matter to business continuity and justify substantial protection. Buyers typically accept this logic readily.

Tier 2: Management employees receive moderate protection. Perhaps non-solicitation without non-hiring restrictions, meaning the seller cannot recruit them but may hire them if they independently seek out the seller.

Tier 3: Other employees receive minimal or no restrictions, recognizing that entry-level or easily replaceable staff don’t justify constraints on seller futures.

This tiered approach often resonates with buyers because it demonstrates seller willingness to protect genuinely important employees while questioning the logic of protecting everyone. In our experience, buyers who initially resist tiered approaches often accept them when sellers frame the discussion around focusing protection where it matters most.

But be prepared for pushback, and recognize when it’s not worth fighting. Some buyers will argue that determining which employees matter requires judgment they shouldn’t have to make, or that any employee might become critical post-closing. If a buyer strongly resists complexity, sellers should weigh whether this provision is worth potential negative effects on price or other deal terms.

The Declining Duration Model

Fixed-duration restrictions treat solicitation concerns as constant over time, but actual risk typically declines as transitions complete and new management relationships solidify. Declining duration models reflect this reality.

Under this approach, the broadest restrictions apply immediately post-closing but narrow over time. Universal restrictions might apply for year one, narrowing to management-only restrictions for years two and three, and further narrowing to named key employees for any remaining duration.

This structure provides maximum protection during the vulnerable transition period while progressively restoring seller flexibility as legitimate concerns diminish. Buyers often find this approach reasonable because it acknowledges their concerns while recognizing that those concerns aren’t permanent.

The Industry Carve-Out Framework

When sellers anticipate pursuing ventures in unrelated industries, industry carve-outs can create flexibility without meaningfully threatening buyer interests.

The argument is straightforward: a buyer acquiring a manufacturing business has legitimate concerns about employees joining a competing manufacturer, but limited legitimate interest in preventing employees from joining the seller’s unrelated healthcare venture.

Negotiating industry carve-outs requires specificity about what constitutes “unrelated” industries. Vague language creates interpretation disputes. Specific descriptions (listing excluded industries or defining relatedness based on customer overlap or product substitutability) provide clarity both parties can evaluate.

For example, rather than agreeing that restrictions don’t apply to “unrelated businesses,” specify that restrictions don’t apply to ventures where less than 10% of revenue comes from customers who were also customers of the sold business. This precision prevents future arguments about whether a venture is sufficiently unrelated.

The Response Exception

One of the highest-value negotiation targets is the “response exception.” Language specifying that responding to employee-initiated inquiries doesn’t constitute prohibited solicitation.

Without this exception, sellers face uncomfortable situations when former colleagues independently reach out. Even if the seller didn’t solicit them, hiring those individuals might violate broadly drafted provisions.

The response exception preserves seller ability to engage with employees who independently choose to pursue opportunities while still prohibiting active recruiting. Buyers typically find pure hiring restrictions (absent any solicitation) harder to justify, so this exception often represents achievable negotiation ground.

Sample language might read: “Notwithstanding the foregoing, Seller shall not be deemed to have violated this provision by employing any Covered Employee who (i) responds to a general advertisement not targeted at employees of the Company, or (ii) initiates contact with Seller regarding employment opportunities without any prior solicitation by Seller.”

When These Approaches May Not Work

Before moving on, sellers should understand when these frameworks can backfire:

Buyer perception risk: Detailed focus on non-solicitation provisions can signal to buyers that you’re already planning to recruit their employees for your next venture. Introducing these concepts early and framing them as standard business terms (rather than special pleading) helps mitigate this perception.

Deal dynamics: Some buyers reflexively resist anything that looks like special accommodation. If your buyer uses standard templates and shows limited flexibility on other terms, extensive non-solicitation negotiation may not be worth the relationship cost.

Attorney resistance: Many M&A attorneys default to familiar language and may resist unfamiliar provision structures. Success often requires attorney-to-attorney alignment on creative approaches.

Alternative tradeoffs: Sometimes accepting broader restrictions in exchange for better price, earnout terms, or other concessions is the right choice. Sellers should weigh the realistic value of non-solicitation flexibility against immediate deal improvements.

In our experience, about 30% of buyers will resist tiered or complex approaches regardless of how they’re framed. Having simpler fallback positions ready (perhaps just the response exception and position-based restrictions) helps sellers avoid impasses.

Alternative Protection Mechanisms

Non-solicitation provisions aren’t the only mechanism for protecting workforce stability. Sophisticated buyers sometimes prefer alternative approaches that align incentives rather than creating restrictions.

Retention bonuses paid to key employees create direct financial incentives to remain, shifting the burden from restricting sellers to incentivizing employees. These arrangements cost buyers money but may provide more reliable protection than provisions that depend on seller compliance.

Equity grants or phantom equity with vesting schedules give employees ownership stakes that vest over time, creating golden handcuffs that make departure costly regardless of who’s recruiting.

Transition-linked earnouts can tie seller earnout payments to employee retention metrics, aligning seller interests with workforce stability during the critical transition period.

Sellers might suggest these alternatives not as replacements for non-solicitation provisions but as rationales for narrower restrictions. “We’re comfortable with protection focused on your top five employees because the retention bonuses you’re implementing provide additional protection for the broader workforce.”

Costs and Implementation Realities

Sellers should budget realistically for detailed non-solicitation scope negotiation:

Direct legal costs: Complex provision negotiation typically adds $5,000-$15,000 in legal fees beyond standard deal documentation. Multiple draft exchanges, attorney discussions, and custom language development all take billable time.

Time investment: Expect 10-20 hours of seller time reviewing provisions, discussing options with counsel, and evaluating buyer responses. For sellers with demanding day jobs, this time cost matters.

Deal timeline: Detailed non-solicitation negotiation can extend closing timelines by 2-4 weeks if buyer resistance requires multiple negotiation rounds.

Relationship capital: Every negotiation point expends some relationship capital. Sellers must decide whether non-solicitation flexibility is worth potential friction on other terms.

For transactions under $5M, these costs may exceed the practical value of customized provisions. For larger deals or sellers with specific post-exit plans, the investment often makes sense.

Practical Negotiation Tactics

Beyond conceptual frameworks, specific tactical approaches improve non-solicitation negotiation outcomes.

Timing Your Focus

Non-solicitation provisions rarely receive detailed attention early in negotiations when parties are establishing price and major deal terms. This timing can work for or against sellers.

Raising detailed non-solicitation concerns too early may signal that the seller plans extensive post-exit activities that could concern buyers. Waiting until late negotiations may leave insufficient time and relationship capital for meaningful revision.

The optimal approach typically involves flagging general concerns early (noting that you’ll need reasonable non-solicitation terms) while reserving detailed negotiation for the period when attorneys are revising documents. This prevents surprises while avoiding premature detailed debates.

Using Transition Cooperation

Sellers often possess power through their transition cooperation commitments. Buyers need sellers to ensure smooth knowledge transfer, maintain customer relationships during transition, and introduce new management effectively.

Non-solicitation provisions can be negotiated in relationship to transition performance. A seller might propose that non-solicitation restrictions take full effect only after successful transition completion, creating incentives for both parties. Alternatively, sellers can simply reference their transition value when requesting non-solicitation flexibility, reminding buyers that accommodating reasonable requests maintains the cooperative relationship both parties need.

Creating Accountability Asymmetry

Standard non-solicitation provisions place all compliance burden on sellers, but employees themselves often drive departures. Shifting some accountability to actual employee behavior can create fairer provisions.

For example, provisions might specify that the seller isn’t responsible for employee departures that occur without any seller contact, requiring buyers to demonstrate actual solicitation rather than merely inferring it from hiring patterns.

These provisions recognize that employees make independent choices, and sellers shouldn’t bear strict liability for outcomes they didn’t cause. Buyers may resist these provisions, arguing that enforcement becomes too difficult, but the conversation itself often leads to compromise language that improves seller positions.

Understanding the Financial Stakes

When negotiating non-solicitation scope, it helps to understand the potential financial impact of overly restrictive provisions. While acknowledging considerable uncertainty in these estimates:

Cost of recruiting unknown talent for a senior role: $30,000-$75,000 in recruiter fees (typically 15-25% of first-year salary), plus 3-6 months of reduced productivity during ramp-up, plus elevated failure risk.

Cost of recruiting known talent: Minimal recruitment costs, potentially faster ramp-up, and likely lower failure risk because you’ve observed actual performance.

For a seller planning a venture requiring five senior hires, the difference between these scenarios might represent $150,000-$400,000 in direct and indirect costs. Though actual figures depend heavily on salary levels, role complexity, and whether your past relationships genuinely translate to new contexts.

This quantification helps sellers understand their negotiating stakes, but shouldn’t be taken as precise predictions. The real question is whether your realistic post-exit plans involve recruiting from your network, and whether the restriction would meaningfully impair those plans.

Industry and Company Size Variations

Non-solicitation negotiation dynamics vary significantly based on industry and company characteristics. Understanding these variations helps sellers calibrate their expectations and strategies.

Technology and High-Talent-Mobility Industries

In technology, biotechnology, and other sectors where talent commands premiums and mobility runs high, buyers often insist on stronger non-solicitation protections. The logic is straightforward: key technical employees may be genuinely irreplaceable, and their departure could materially impair the acquired business.

Sellers in these industries should expect more resistance to narrowing provisions but may have power from their own irreplaceability during transition. The technical knowledge transfer period in these sectors often extends longer than in traditional industries, giving sellers more power to request balanced terms.

Regulated Industries

In financial services, healthcare, and other regulated sectors, non-solicitation provisions may interact with licensing and compliance requirements in complex ways. An employee who leaves to join the seller might need to re-credential or wait through cooling-off periods before performing certain functions.

Sellers in regulated industries should ensure their counsel understands these interactions and doesn’t accept provisions that create unintended complications.

Small Company Dynamics

In companies with fewer than 50 employees, non-solicitation provisions affect a larger percentage of total relationships. The seller likely knows everyone personally, and categorical exclusions (like “management only”) may capture most employees anyway.

Small company sellers should push for named-individual approaches or very specific position definitions, avoiding percentage-based or categorical definitions that become problematic in small-team contexts.

Actionable Takeaways

For business owners approaching exit negotiations, these concrete steps improve non-solicitation outcomes:

Before negotiations begin, honestly assess your post-exit plans. If you genuinely plan to retire or pursue ventures where your talent network doesn’t matter, detailed non-solicitation negotiation may not be worth the effort. Focus your negotiation capital elsewhere.

Research industry norms for non-solicitation provisions in transactions similar to yours. M&A attorneys and investment bankers can provide benchmarks that help you distinguish standard terms from overreach.

During initial deal discussions, signal that you’ll need reasonable non-solicitation terms without providing specific details. This plants the seed without triggering defensive buyer responses.

Budget appropriately: Plan for $5,000-$15,000 in additional legal costs and 10-20 hours of your time if pursuing customized provisions. Decide whether this investment makes sense for your situation.

When reviewing draft provisions, evaluate each restriction element separately: employee coverage, activity definitions, geographic scope, and duration. Identify which elements create genuine constraints versus theoretical concerns. Don’t fight battles that don’t matter to your actual plans.

In detailed negotiations, lead with tiered coverage proposals that protect genuinely key employees while questioning universal restrictions. Frame your position as seeking balance rather than elimination. Have specific language ready to propose. Attorneys negotiate better from drafts than abstractions.

Know when to fold: If buyer resistance is strong and other deal terms are more valuable, accept standard provisions and move on. Sometimes better purchase price or earnout terms matter more than non-solicitation flexibility.

Before signing, pressure-test provisions against specific scenarios. Can you respond if a former employee contacts you? Can you hire for unrelated ventures? Can you post general job advertisements? Specific scenarios reveal practical implications that abstract language obscures.

Conclusion

Employee non-solicitation provisions represent the quiet battleground of business sale negotiations. Low-profile terms that can affect seller futures in ways that only become apparent when sellers begin pursuing post-exit opportunities.

The negotiation challenge isn’t eliminating buyer protections. Legitimate workforce stability concerns deserve appropriate provisions. Rather, the challenge involves calibrating restrictions to actual protection needs while preserving reasonable seller flexibility for ventures that don’t threaten buyer interests.

Effective negotiation requires understanding how non-solicitation scope is constructed from employee coverage definitions, activity restrictions, geographic boundaries, and duration limits. Each element presents negotiation opportunities, and sophisticated sellers address each element specifically rather than accepting provisions as indivisible packages.

Context matters enormously. Industry norms, company size, employee composition, deal size, and your realistic post-exit plans all affect which provisions matter and which don’t. Detailed negotiation makes sense for mid-market transactions where talent access justifies legal investment; simpler approaches often work better for smaller deals.

Sellers should also weigh non-solicitation scope against other deal terms. Sometimes accepting broader restrictions in exchange for better price or earnout terms is the right tradeoff. The frameworks in this article provide options, but choosing among them requires judgment about your specific circumstances.

For serial entrepreneurs who view business sales as chapters rather than conclusions, non-solicitation terms may ultimately matter more than many headline deal terms. The purchase price affects your current liquidity; non-solicitation scope affects your future optionality. Both deserve serious attention, and both deserve the same rigorous, realistic analysis you bring to every other aspect of your exit.