An unsolicited offer has arrived. What do we do first?

Nothing quickly. The first job is to work out whether the price is good, which means knowing what the other three plausible buyers would pay, and you do not learn that by negotiating with the one who called. The second is to check that a sale beats the plan you already have. Both take weeks, not months, and both cost less than the discount that comes from negotiating with a single party.

Is a reverse merger a real option or a last resort?

Both, depending on the shell. A clean shell with cash and no litigation is a legitimate route to the public markets and sometimes a better one than an offering in a closed window. A shell with a history is a liability you inherit. The screening work is the whole of the answer, and it is unglamorous.

How early should readiness work start?

Earlier than the bake-off. What delays a filing is historical: audits, equity grants, related-party arrangements, the intellectual property chain. None of it can be fixed at the point you want to file, and all of it can be fixed quietly a year out.

You have a buyer or a partner at the door, or you are thinking about going public.

The company that prepares before the counterparty arrives negotiates from a different position than the one that prepares after.

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Whether this is you

These conversations rarely begin with a decision to sell. They begin with an approach, a board question or a market window, and the company has to work out what it is dealing with while the clock is already running.

An unsolicited approach arrived and the board wants a structured response and not a reaction.
The board has asked management to review strategic alternatives, which means management is grading its own homework.
You are cash-rich and story-poor, or the reverse, and a reverse merger keeps coming up in conversation.
The window looks open and nobody has audited what you would actually have to disclose.

What the work is

A sale, a partnership at the company level, a reverse merger into a cash shell, or getting ready to go public. I run the preparation: who the counterparty should be, the diligence you will be put through, and the board and shareholder materials.

What I add over a bank is operator judgment. Bankers are paid to close, and a good one earns it. I am paid to tell the board whether closing is the right call, and what the company has to absorb on day 91. I have advised on more than $35 billion in biopharma transactions across buy-side, sell-side and integration, which mostly means I have watched what happens after the announcement as well as before it.

How it runs

Who is on the other side: Who buys or merges with companies like yours, what they paid last time, and which of them is short a program in your area. The list is short and it is knowable. It is also usually different from the list of companies that have already called you, because the first mover is rarely the best price.
The route: Outright sale, a partnership at the company level, a reverse merger into a cash shell, or the public markets, chosen against what your cap table actually needs. Each route makes a different set of people whole and leaves a different set short, and that arithmetic belongs on the table before the board expresses a preference.
The diligence: Everything they will ask for, found and fixed on your timetable, not theirs. Chain of title on the core intellectual property, the consents buried in CRO and CDMO contracts, the equity grants nobody documented properly. Each of these is cheap to fix in advance and expensive to discover under exclusivity.
The board and the shareholders: The materials, the process and a recommendation that survives the questions it will get. That includes the questions from the shareholder who is not on the board and has a different holding period from everyone who is.

What you end up with

The centerpiece is a route comparison: sale, company-level partnership, reverse merger and public listing, run to the same standard with the proceeds waterfall attached to each. The counterparty map sets out what each buyer paid last time and the gap that would make them pay again. Separately, a diligence readiness review lists the problems it found and schedules the fix for each one before anybody asks. Board materials and a written recommendation come out of both. Where the route is a reverse merger, you also get a screen of the available shells, with the cash, the burn and the liabilities that come attached.

Scope and fee

This work starts with a diagnostic, because the first useful output is a route comparison, not a process. After that, engagements run from four weeks to twelve months depending on the route the board picks. Preparation is a fixed-fee brief; running alongside a live transaction is a retainer. I do not run sell-side processes. Where the board wants one run, I co-quarterback with a bank the board has selected, which in practice makes me the person in the room whose fee does not depend on the deal closing. Either way the number comes after the first call, never as an hourly rate.

When not to call me

Two roles here are not mine, the banker's and the securities counsel's. If the board needs a fairness opinion, that is a different mandate and a different signature. The engagement I decline outright is the one where the decision has already been made and what is wanted is a document supporting it. A recommendation written to a conclusion does not survive the shareholder who reads it carefully, and it should not.

Questions founders ask

An unsolicited offer has arrived. What do we do first?: Nothing quickly. The first job is to work out whether the price is good, which means knowing what the other three plausible buyers would pay, and you do not learn that by negotiating with the one who called. The second is to check that a sale beats the plan you already have. Both take weeks, not months, and both cost less than the discount that comes from negotiating with a single party.
Is a reverse merger a real option or a last resort?: Both, depending on the shell. A clean shell with cash and no litigation is a legitimate route to the public markets and sometimes a better one than an offering in a closed window. A shell with a history is a liability you inherit. The screening work is the whole of the answer, and it is unglamorous.
How early should readiness work start?: Earlier than the bake-off. What delays a filing is historical: audits, equity grants, related-party arrangements, the intellectual property chain. None of it can be fixed at the point you want to file, and all of it can be fixed quietly a year out.