Intervoce / Negotiation Guide

Company sale and SPA negotiation with Intervoce

A high price is not always a good offer. Payment terms, earn-out, warranties, and liability after closing determine what you actually get and which risks you retain. Intervoce helps you follow the connections during the negotiation.

Start a negotiation

In a corporate transaction, parties often need to negotiate several dependent issues simultaneously. A price deduction can be related to a risk in due diligence, and a deferred payment can shift risk back to the seller. AI support provides extra structure in the discussion but does not replace transaction lawyers, financial advisors, or verified valuation.

01 / Prepare

Before the meeting: build a concrete briefing

Attach relevant parts of the agreement as PDF, Word, or text, or paste the material. Distinguish between what you know and what you assume. Prioritize the most important terms so that the advice is based on your actual decision, not just the last reply.

My goals: Prioritize cash payment, total purchase price, liability caps, and any continued role. Specify what must be solved together for the offer to be attractive.
My pain point: Distinguish between enterprise value and the amount to the owner after adjustments. Specify the minimum acceptable outcome, maximum liability, and risks that require legal review.
Background information: Attach relevant parts of the LOI, SPA draft, price bridge, and due diligence. Only use material that is permitted to be shared and avoid uploading the entire data room without assessment.
Known objections: Prepare for objections regarding customer dependence, working capital, forecasts, and identified risks. Distinguish between verified deficiencies and negotiation positions.
Other party's background: Describe the buyer's acquisition motive, decision process, and financing terms as you know them. Assumptions about synergies or solvency should be marked as assumptions.
Other relevant info: Note timeline, exclusivity, advisors' mandate, and which issues you are not allowed to give binding decisions on during the meeting.

02 / Negotiate

During the negotiation: keep the whole deal together

Keep price and price adjustments together

When the discussion shifts between enterprise value, net debt, and working capital, the definitions need to be clear. The advice can remind you to ask for a consistent price bridge and the same reference date. Verify calculations with advisors before they are used in a binding bid.

Test if earn-out can be influenced

An earn-out depends on metrics, accounting principles, and who manages the operations after closing. Discuss reporting, transparency, and what happens if the business is integrated or changes direction. A possible maximum amount is not the same as secure payment.

See warranties and liability as a whole

Liability caps, time limits, exceptions, and special indemnity commitments must be read together. If the buyer wants protection for a certain risk, you can ask for limitation and documentation. Let the lawyer assess the meaning of the clauses and how they interact.

03 / Summarize

After the meeting: from discussion to the next step

Use the summary as working documentation for the advisors. Mark price principles, open definitions, and issues that require a new agreement draft. Check everything against the transcript and the meeting's actual mandate; the summary is not a signed term sheet or legal advice.

Transcription and advice in your meeting

Intervoce transcribes the conversation continuously and labels voices with speaker numbers. Speaker labeling and words can be incorrect; check especially amounts, dates, and who made a commitment. With Pro or Poweruser, you also get strategic advice based on the conversation and your briefing. Basic is for transcription and summary, without live consulting.

For Teams, Meet, Zoom, and Webex: open the meeting in the browser on your computer and share the meeting tab with audio in Chrome or Edge. Installed meeting apps are not captured via tab sharing. Use a headset. In a physical meeting, you can use the microphone; overlapping speech and echo make interpretation less certain.

Inform the participants before the transcription and ensure that the processing is permitted; in several countries, the consent of all participants is required. Only attach material that you have the right to process and share with the service's providers. Read the privacy policy before using sensitive information.

The decisions are yours. AI can misinterpret both conversations and agreements and does not replace legal, financial, or other qualified advice. Intervoce does not automatically verify market prices, salary statistics, or the counterparty's finances; provide current sources in the briefing.

Frequently Asked Questions

Can Intervoce review an SPA?

It can reason about the agreement documentation in your briefing and raise issues during the conversation. It is not a complete legal review, and important clauses should be assessed by a transaction lawyer.

Can I add confidential material?

Only after checking your right to process and share it, the agreement's limitations, and the service's privacy terms. Do not assume that a confidentiality agreement automatically allows AI processing.

Do the tips understand both buyer and seller perspectives?

Specify which side you represent, your mandate, and your goals. The advice is based on that context; the AI does not know the counterparty's true intentions or things not in the documentation.