Pre-Liquidity

Planning Before a Liquidity Event

What to put in motion before a business sale or IPO actually closes.

8 min

What people are saying this week

We're maybe six months from selling the company — what should I be doing right now that I'll regret not doing later?

Everyone's focused on the deal price. Is there planning I should do before it closes, not after?

Once the money hits my account, is it too late to do the smart estate and tax moves?

Emotional root

The run-up to a liquidity event is a swirl of exhilaration, exhaustion, and tunnel vision. The founder or owner is consumed by the deal itself — terms, diligence, not blowing it — and planning feels like a distraction from the main event. There's also a superstition about counting the money before it's real. Yet underneath is a genuine fear of waking up after the close having left enormous, irreversible value on the table because nobody told them the window was now. The advisor is often the one voice insisting that the most important planning has a deadline that precedes the wire.

Technical misunderstanding

The widespread assumption is that wealth planning is something you do with the proceeds — after the sale. The critical, frequently-missed point is that several of the most powerful techniques depend on acting before the asset is sold, while it still has a lower, more defensible value and while it's still an interest that can be gifted or moved. Once a binding deal converts the business into a known cash figure, the planning menu shrinks dramatically: opportunities to shift future appreciation out of the estate, to gift discounted interests, to fund charitable vehicles with the appreciated asset rather than after-tax cash, and to address entity and ownership cleanup are far harder or impossible after closing. Timing relative to the close — and even relative to the point a deal becomes binding — is not a detail; it's often the whole game.

Wealth advisor framing

Position the pre-close period as a closing window, not a victory lap, and assemble the team early — estate attorney, CPA, and the advisor working in concert. The framing for the client is: "There is planning that only works while you still own the business, and the deadline is the closing, sometimes earlier." Walk through the categories of pre-close moves neutrally — estate-freeze and gifting techniques that shift future growth out of the estate, charitable strategies using the appreciated interest, entity and ownership cleanup, and the post-event liquidity and diversification plan — while being clear that valuation timing and execution are tightly governed and must be driven by the legal and tax team to avoid running afoul of the rules.

Questions to ask

  1. 1How firm is the timeline, and at what point does this deal become binding rather than exploratory?
  2. 2Have you done any gifting or estate work using interests in the business while it's still privately held?
  3. 3Do you have charitable intentions that might be better served by giving an appreciated interest before the sale rather than cash after?
  4. 4Is the entity structure and ownership clean, or are there issues that would be easier to fix before a buyer's diligence locks things down?
  5. 5Beyond the headline number, do you and your family have a plan for how this liquidity will be invested, spent, and protected afterward?

Decision path

Step 1

Establish the real deadline

Pin down the expected closing and the point the deal becomes binding, since the most valuable techniques must precede those moments.

Step 2

Convene the team immediately

Bring the estate attorney and CPA in alongside the advisor early, while there's runway to execute pre-close strategies properly.

Step 3

Evaluate pre-close transfer and charitable moves

Review estate-freeze and gifting techniques and charitable strategies that use the appreciated interest, each as a hypothetical the legal and tax team must validate and drive on timing.

Step 4

Clean up the entity and ownership

Address structural or ownership issues before diligence and closing make them costly or impractical to fix.

Step 5

Build the post-event plan

Design the liquidity, diversification, tax, and family-wealth plan for the proceeds so the day after closing isn't the day planning starts.

Client-safe explanation

I know the deal is consuming all the oxygen right now, and that's exactly why I want to flag this: some of the most valuable planning has to happen before the sale closes, not after. While you still own the business, there are techniques — certain gifting and estate-freeze approaches, and ways to use the appreciated interest for charity — that can shift future growth out of your estate or do more charitable good than writing checks from after-tax cash later. Once the deal is binding and the business becomes a known cash number, a lot of that window closes. I'm not asking you to take your eye off the deal; I'm asking that we bring your attorney and CPA in now, so the planning that has a deadline gets done before the wire, with them driving the timing and the specifics.

Follow-up email

Compliance watch

Pre-transaction gifting, valuation, and estate-freeze techniques are timing-sensitive and legally exacting — emphasize that the estate attorney and CPA must drive execution and valuation to avoid issues such as anticipatory-assignment-of-income or step-transaction concerns. Do not quote specific gift, estate, or income-tax savings as guaranteed; describe mechanisms generally and as hypotheticals under current law. Avoid advising on deal terms or anything that strays into legal or accounting practice. Document that valuation, structuring, and timing are handled by qualified professionals, and never imply that a particular technique is appropriate without their review of the client's facts.