I would assume that all agreements are something that can and will be broken. The only thing that works is make them put their money where their mouth is. If they are serious about acquiring you, they must be prepared to spend money to do it: lawyer fees, accounting fees, and money paid to you in exchange for your company. So, make sure there is money on the table: a non-refundable termination fee, which could be a percentage of the theoretical purchase price. I went with 5% with the sale of my company.
A good salesman will never put a price out there first, so you will probably need to come up with that valuation: just put it out there high enough so you will be happy were it to go through, and assume this is the beginning of the negotiation. If you and the acquirer cannot get close in that discussion, this is a good gauge of future success in the other more complicated discussions that will come.
As others have said, get a good lawyer. There are lots of places where this can go awry. When I sold my company (~$450k), I did not understand the difference between an asset sale and a stock sale which has vastly different taxation implications. A good accountant is worthwhile here as well for the same reason.
You can tell them you cannot engage in a detailed discussion without the termination fee conversation completed since you will be spending money as well.
Naming the first price tends to give up too much information. The other party now knows what you value it at (at either the highest or lowest price, depending on the side) and can negotiate you up or down from there. It also puts an immediate floor or ceiling on the negotiation that could burn you. This is especially true if the information is asymmetrical.
Imagine you're interviewing for your first job in a new industry/country - they ask you what you want to earn, and you say "$50,000". Now they can either say "oh, that's much higher than our starting rate" or "that sounds about right" - they'll almost never say "really? We were thinking $75k."
It might go against the business' interests to lowball a hire beyond the base salary, and in many places it is illegal to pay someone a lesser salary than somebody else in the same position. I've heard of the "we were thinking +$xx" happening a few times; I guess both sides end up very happy.
A good salesman will never put a price out there first, so you will probably need to come up with that valuation: just put it out there high enough so you will be happy were it to go through, and assume this is the beginning of the negotiation. If you and the acquirer cannot get close in that discussion, this is a good gauge of future success in the other more complicated discussions that will come.
As others have said, get a good lawyer. There are lots of places where this can go awry. When I sold my company (~$450k), I did not understand the difference between an asset sale and a stock sale which has vastly different taxation implications. A good accountant is worthwhile here as well for the same reason.
You can tell them you cannot engage in a detailed discussion without the termination fee conversation completed since you will be spending money as well.