Exit-ready legal teams: how interim GCs prepare portfolio companies for sale

In private equity and venture capital, hiring the right legal team is critical, especially as exits approach and timing, preparation, and legal strategy converge to shape the outcome. As portfolio companies gear up for sale, legal readiness becomes a critical success factor. While financial metrics and operational efficiency often take centre stage, legal preparedness can make or break a deal.

For many portfolio companies, particularly those without a full-time General Counsel, hiring interim legal talent is a strategic move. Interim GCs, whether engaged as consultants or fixed-term employees, offer agility, transactional experience and commercial acumen without the long-term commitment of a permanent hire. This flexibility is especially valuable in private equity environments, where legal needs can spike ahead of a sale or restructuring.

Understanding when to appoint an interim GC versus hiring a permanent GC for your portfolio company is key. Interim GCs are typically brought in with a clear mandate: to ensure the legal function is not only operational but aligned with the company’s exit strategy. Their ability to assess risk, implement scalable legal infrastructure and drive transaction readiness makes them indispensable during this phase.

Key areas of focus for exit preparation

Legal housekeeping and risk mitigation

One of the first tasks for an interim GC is to conduct a comprehensive legal audit. This involves reviewing contracts, intellectual property (IP) ownership, employment agreements, and compliance frameworks. The aim is to identify and remediate any red flags that could derail a sale or reduce valuation.
Typical questions they address include:

• Are key commercial contracts assignable?
• Is IP properly registered and owned by the company?
• Are there any outstanding disputes or contingent liabilities?

This process often uncovers legacy issues—such as outdated agreements, missing documentation, or non-compliant practices—that need to be resolved before the company goes to market.

Data room readiness

Buyers expect a clean, well-organised data room that reflects a company’s professionalism and transparency. Interim GCs work closely with finance, HR, and operations to ensure all legal documentation is complete, current, and accessible. Key documents include:

• Corporate governance records
• Cap tables and shareholder agreements
• Regulatory filings and licences
• Employment and contractor agreements
• IP registrations and ownership documentation

A well-prepared data room not only speeds up due diligence but also builds buyer confidence.

Stakeholder alignment

Preparing for an exit involves multiple stakeholders—founders, investors, board members, and external advisors. Interim GCs act as a bridge between legal and commercial teams, aligning legal strategy with business objectives and ensuring that everyone is informed and engaged.

They often facilitate board-level discussions, manage investor expectations, and coordinate with external counsel. Their ability to navigate complex relationships and maintain momentum is crucial to a smooth exit process.

Transaction support and leadership

Once the sale process begins, interim GCs shift into deal mode. They support negotiations, manage external legal advisors, and help navigate due diligence. Their deep familiarity with the company’s legal landscape allows them to respond quickly and accurately to buyer queries.

They may also lead on drafting and reviewing transaction documents, coordinating signing logistics, and ensuring regulatory compliance. Their presence helps maintain control and clarity during what can be a high-pressure period.

Building exit-ready legal teams

Beyond the transaction itself, interim GCs often help build or reshape the legal function to support the exit and beyond. This might involve:

• Hiring or upskilling junior legal staff
• Implementing contract management systems
• Creating playbooks for compliance and risk
• Establishing post-sale governance frameworks

This is particularly relevant in the context of hiring legal teams for private equity, where legal functions must be lean, scalable, and capable of supporting rapid growth or integration. By the time the transaction closes, the legal team is not only exit-ready but positioned to support post-sale integration or continued growth under new ownership.