If Buy/Sell Agreements Are So Important, Then Why Are They So Overlooked?


Business owners, including business brokers, should take a moment to answer this important question: what happens to the interest in your company when you decide to sell your shares, you become incapacitated, or you are deceased? If your answer to the question is “I don’t know,” you aren’t alone. Many businesses fail to answer these important questions prior to entering into a new business venture with another individual. If a business has already been formed, it is likely too late for a business to incorporate these important what if’s into their by-laws. Furthermore, an amendment to the by-laws is not [...]

If Buy/Sell Agreements Are So Important, Then Why Are They So Overlooked?2020-11-05T13:50:58-05:00

Creating Value in Integrative Negotiations: Myth of the Fixed-Pie of Resources


Integrative negotiations seek to create value and expand the pie  Creating value is the name of the game in integrative negotiations and these principles also apply to the highly competitive realm of business negotiations. In the business world, why is competition so often the norm, while cooperation seems like an impossible goal? One of the most destructive assumptions we bring to negotiations is the assumption that the pie of resources is fixed. The mythical-fixed-pie mindset leads us to interpret the most competitive situations as purely win-lose.  For those negotiators who recognize opportunities to grow the pie of value (see also, [...]

Creating Value in Integrative Negotiations: Myth of the Fixed-Pie of Resources2020-09-30T10:54:35-04:00

3 Legal Mistakes to Avoid When Selling a Business


When preparing to sell a business, a mistake you will want to avoid is failing to pay enough attention to the variety of legal issues involved in a business sale transaction. The wrong legal mistake can stop a sale in its tracks. Worse, it could cost a small fortune to unravel. Thus, it is critically important to carefully analyze all relevant legal angles to the sale of your business. This post will look at some of the key legal points sellers should consider long before putting their business on the market.  Mistake #1: Neglecting to Have a Non-Disclosure Agreement  A critically important step [...]

3 Legal Mistakes to Avoid When Selling a Business2020-08-05T17:15:00-04:00

Diving into Diligence


“Financial Due Diligence” (FDD) and “Quality of Earnings” (QoE) are often bandied around during a transaction —sometimes used interchangeably— but what’s the difference? In this post, I explore the key differences between typical FDD and QoE, including when each term applies and what they tell us.  Being Diligent  FDD and QoE are both exercises in diligence, but they serve different purposes – and sometimes at the same time.  On the buy- and sell-side of a transaction, owner-operators, lenders, investors, and, at times, regulators will request that FDD or QoE is performed so that relevant stakeholders can gain assurance and mitigate their risk.  From an owner’s perspective, [...]

Diving into Diligence2020-06-30T13:57:49-04:00

Why Now is the Time to Buy a Business


Many small businesses have closed, severely reduced output, or are slowly reopening during the COVID-19 pandemic.  So why would a business buyer consider moving forward with a transaction in such a dismal environment?  This is why:  Business Owners are Motivated to Sell  A large percentage of small business owners are Baby Boomers that have survived 9/11 and the Great Recession. These owners are near retirement, yet they have been on the fence about selling and have had a difficult time walking away from the steady profits they have received from the recent strong economy. Now, COVID-19 is changing their outlook and many are ready [...]

Why Now is the Time to Buy a Business2020-06-30T13:43:42-04:00

What is Needed to Restart M&A Markets Post-Pandemic?


Most people engaged in the business of mergers & acquisitions were flush with deal flow and new business opportunities prior to the COVID-19 shutdown. However, as the pandemic struck, the switch was turned off and M&A activity went dark virtually overnight. It’s no secret that M&A is cyclical. But, unlike prior economic downturns that have affected M&A, there were no underlying market conditions facilitating this slowdown. The switch was turned off as the result of a global health crisis. So, what happens next? Will the post-pandemic M&A markets revert to pre-pandemic activity levels? Will companies continue to be bought and [...]

What is Needed to Restart M&A Markets Post-Pandemic?2020-06-02T16:02:24-04:00

The 4 Types of Family Office Investors and Which Are Likely to Close a Deal


Doing business with a single-family office (SFO) is not an easy proposition, even finding contact information for an office principal can be a daunting feat. There is a tension in how you think about family offices. Like Willie Sutton remarked about banks, you cannot disregard them entirely simply because “that's where the money is.” But at the same time, their reclusive and nebulous nature makes dealing with them even more challenging. What I would like to do today is review the family office marketplace in aggregate, and then offer you a framework for how to think about the various types [...]

The 4 Types of Family Office Investors and Which Are Likely to Close a Deal2020-06-02T15:38:30-04:00

Closing is Just the Beginning – Elements of an Effective Post-Merger Integration Plan


When it comes to acquisitions, the “closing date” is often seen as the crescendo of a purchase. But for buyers, the attention shifts quickly to assessing the organizational health of the acquisition, the technology it possesses, and the financial controls in place to develop an integration plan. With pitfalls identified and areas of focus in mind, how do you draft an integration plan? First of all, the plan should be collaborative – involve people from both sides of the table, as well as outside advisors. A collaborative approach allows leaders to give input, which often translates to their “buy-in.” The plan should follow a [...]

Closing is Just the Beginning – Elements of an Effective Post-Merger Integration Plan2020-06-30T15:17:11-04:00

Making Intangibles Tangible: The Benefits of Measuring Intangible Assets


Making Intangibles Tangible: The Benefits of Measuring Intangible Assets If you have trouble understanding intangible assets, don’t worry – you’re not alone. Any discussion around intangibles can get complex due to accounting rules that are hard to explain, let alone understand. There are certain basic concepts, such as intangible assets, that as a manager you should know well. Why? Because intangibles are meaningful and material to your business at many different levels, and yet you cannot rely on accounting to help manage them because intangibles are not on your company’s balance sheet unless they have been acquired. And, in another strange [...]

Making Intangibles Tangible: The Benefits of Measuring Intangible Assets2020-01-07T12:25:28-05:00

Restrictive Covenants in M&A Transactions


Restrictive Covenants in M&A Transactions As most, if not all, M&A advisors have likely noticed, restrictive covenants, primarily in the form of non-competition and non-solicitation agreements or provisions, are customarily included in M&A transactions. The main purpose of including restrictive covenants in an M&A transaction is to safeguard the buyer’s value in the purchased business. By restricting the seller’s ability to compete with the purchased business, for a certain period of time following the closing of the transaction, the buyer is looking to ensure that the business that the buyer just acquired does not lose value due to the seller competing [...]

Restrictive Covenants in M&A Transactions2020-01-07T12:10:38-05:00
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