7 Deadly Sins of Selling a Business: 4. The Fourth Deadly Sin—Inexperienced Professionals

Most small business owners are skilled at running their business but do not have the background that is conducive to successfully negotiating a transaction involving their business. Lacking negotiating skills may result in leaving money on the table in the transaction. As this is not an optimal outcome for the business owner, it is wise to have an experienced, professional business broker/transaction advisor to negotiate for them to maximize the transaction terms. Retaining professional transaction advisors can help business owners achieve maximum return on the transaction as compared to the “for sale by owner approach.” Negotiating transaction value and terms is no easy task, particularly when the emotions of the owners may be involved directly in the negotiating process. Professional business brokers’ experience is useful when negotiating and structuring a deal in creative ways that satisfy both the interests of the sellers and the desires of the buyers. Furthermore, professional transaction advisors working in conjunction with the seller’s business appraiser are able to explain the various exit strategy options that may be available, the financial ramifications of such options, and outline the likely benefits of each option. Owner financing is an often used and attractive way to structure an acquisition of a business. This may eliminate the need for bank financing and allow the seller the opportunity to defer taxes and earn interest on the seller finance note that results in total deal proceeds in excess of the initial transaction price. An employee stock ownership plan (ESOP) is another exit strategy suitable for some businesses that allows the seller to transfer ownership, often times in a tax effective manner, to the employees of the company (via a trust). A seasoned transaction advisor will likely identify potential strategic acquirers for a business (if appropriate)—acquirers whose synergies may make an acquisition operationally and financially attractive. A transaction advisor may also identify financial buyers such a private equity groups (typically for larger transactions) who may already have a platform in the seller’s industry. This allows for a sale to sophisticated buyers who generally have ready access to capital for acquisitions. In addition, a professional transaction advisor will be able to advise the seller on options such as an earnout, whereby the seller is paid compensation over time based on specific performance measures of the company, royalties, or consulting agreements that allow for residual income to the owners after the sale of the business. These opportunities and strategies would likely be overlooked by a business owner pursuing a “for sale by owner” strategy, their legal counsel, and their accountants and by real estate brokers attempting to sell a business. Professional transaction advisors/business brokers will help the business owner expand their exit strategy opportunities and provide options that may otherwise go unnoticed by other advisors. These expanded options may enable the seller to optimize the transaction price of the business.


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