ACAcquisition Counsel

Ecommerce business valuation

Ecommerce business valuation: the legal checks behind the price

A multiple is only as good as the facts behind it. We test the legal assumptions in the valuation and protect the price in the agreement.

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Overview

Why legal risk changes what a business is worth

Ecommerce businesses are usually valued on a multiple of profit (often SDE or EBITDA). That multiple assumes the earnings are real, transferable and sustainable.

Legal issues can undermine each of those assumptions: a trademark the seller does not own, a supplier contract that ends on sale, a platform warning, or unpaid sales tax. We are not valuers, but we identify the legal facts that should move the price or the terms.

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What It Covers

Legal factors that affect ecommerce valuation

The issues buyers should test before agreeing a multiple.

Legal factors that affect ecommerce valuation

Revenue and add-backs supported by platform data, bank records and accounts, backed by warranties.

Buyer Checklist

Legal red flags that justify a lower price

01

Unregistered brand

No trademark, or one owned by someone else.

02

Unverifiable add-backs

Owner expenses and one-offs without evidence.

03

Contracts that end on sale

Change-of-control or non-assignable supplier terms.

04

Platform warnings

IP complaints, policy strikes or past suspensions.

05

Historic tax gaps

Sales tax nexus or VAT registrations never made.

06

Pending disputes

Customer claims, chargebacks or competitor complaints.

Our Process

How we protect the price you pay

FAQ

Frequently asked questions

Most are valued as a multiple of seller's discretionary earnings (SDE) or EBITDA, adjusted for growth, stability, channel risk and transferability. Financial advisers or brokers set the valuation; legal due diligence tests the facts behind it.

Unsure if the price reflects the risk?

Tell us about the business you plan to buy and where the deal stands. We will explain the legal support you need.

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