7 Deadly Sins of Selling a Business: 6. The Sixth Deadly Sin—Failure to Cooperate

Once the owners of a business have made the commitment to pursue a sale or merger of their company, a great deal of time must be spent on those parts of the process that lead to the closing—free flow of information, coordinating site visits with prospective buyers, due diligence, etc. Whilst the transaction advisor will work with other advisors so that the business owners do not spend time on marketing the business and negotiating to the detriment of running the business, the process does require the owners to cooperate as needed to ensure a timely flow of information. Owners who drag their heels or do not fully cooperate in getting the required documentation put together for either the business appraiser or the transaction advisor jeopardize the successful consummation of a potential transaction. From an appraisal perspective, the business appraiser needs the cooperation of the owners in order to review projections, future strategies, and to identify potential nonrecurring expenses and/or revenues in the past and the future or other adjustments to be made to the financials. Without the cooperation of the business owner, the business appraiser may find it difficult to complete the assignment or may make assumptions that are not necessarily beneficial to the owners (i.e. not removing excessive compensation or owners’ discretionary expenses from the income statement). Consequently, the lack of cooperation by the owners may prompt the business appraiser to increase the risk profile of the firm, thus having a negative impact upon the value of the business. Cooperation of the owners is crucial once there is a suitor for the business. Transaction advisors are well aware that time will kill the deal. The longer the buyer waits for information or to conduct a site visit or to meet with owners/management, the more likely the deal is to collapse with the buyer pulling out. Uncooperative owners of the business being acquired destroy goodwill between them and the potential suitor. If the buyer begins to feel that the lack of cooperation by the seller is motivated by the desire to hide something or prevent the buyer from discovering something, the deal is likely to fall apart. Therefore, it is crucial that the seller assist the transaction advisor throughout the process to ensure a free flow of information with respect to financials, legal documents, lease agreements, etc. The same level of cooperation would be expected of the buyer as well. Delaying by the buyer destroys the goodwill with the seller who may conclude that the buyer is not serious about pursuing a transaction. As a result, the seller may refuse to talk to the buyer or may end any further negotiations. Again, time will kill the deal. It is the transaction advisors’ challenge to ensure that all parties are cooperating to their fullest extent so that the process of arriving at the desired outcome for both parties is successful. In the absence of cooperation from all parties to the transaction, the deal is likely doomed. Once off track, the transaction advisor will be hard pressed to get the deal back on track for a successful closing.

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