Posted on December 5, 2013February 2, 2016 by Kim Brown — Leave a comment

LawyerFair – How to choose a business lawyer that’s right for you

How to choose a business lawyer that’s right for you

Throughout the years I’ve unfortunately had to use lawyers on several accounts. I say ‘unfortunately,’ because legal proceedings have never been an enjoyable experience for me. A few times I had to seek settlements from clients, I’ve gone up in front of an employment tribunal (for unfair dismissal) and most recently, I used a lawyer to help me exit my business.

Fortunately, however, every lawyer I’ve used helped me to achieve the intended outcome. Sometimes, however, I look back and think that my choice of outcome might have been wrong. In fact, that’s my largest gripe with solicitors – you tell them what you want and they get to work rather than perhaps offering alternative solutions.

Let me digress.

Many lawyers fail to propose fixed fees or fully detail the legal process involved and the client is left with an ever widening black hole of debt.

Looking back upon my employment tribunal case, if I knew then what I know now, I would have never fought for ‘principal’. An ex-employee sought legal advice because he claimed he was fired for being gay. From my perspective, the ex-employee was dismissed because he was always late, called in sick often, rarely hit targets and failed to do the same job that his peers were doing. Furthermore, he was employed for only 10 months before being fired.

Because of my need to prove the truth it cost me over £25,000 to ‘win’ the case and when I won I didn’t really win. The process took two years, caused terrible stress and the whole case seemed to go on and on and on. I learned the hard way that the legal system and courts favour the employee – even if you have 100% proof against the claim.

The solicitor I used was a very professional and sensible man. He explained the worst-case scenario yet felt it would never get to the courts. Well…he was wrong. After hiring him and then the barrister to argue the case, I was left out of pocket and deflated. There was no sense of victory. And the ex-employee lost nothing. He didn’t have to pay to string me along for 2 years!

Perhaps it’s one of those lessons that you have to learn yourself? But I can’t help but feel the solicitor didn’t prepare me for the rocky road I had to walk. Looking back, I wouldn’t worry so much about principle – I’d find a way to resolve things as quick as possible so I could go on and live my life. Hindsight is a great thing – I do wish, however, that the lawyer offered alternatives that were perhaps easier, cheaper and took less time.

Digression over.

Let’s face it – lawyers are not the most liked people

The general public looks at them through weary eyes. Lawyers have the capability to twist, turn and respond to any query with legal babble talk leaving the listener to wonder what’s really going on.

Finding a good, reputable, proactive, straight-talking, client service led UK lawyer isn’t always an easy task

I think another thing that really causes anxiety when finding a lawyer is that you know you’re screwed if you don’t get the right one. It’s not like you’ll be able to sue the lawyer if they do a bad job – will you?

But here’s a service that might help…

While connecting with people and businesses over Twitter I came across LawyerFair. They offer a UK lawyer comparison service that looks very beneficial to business owners.

Using LawyerFair is very straightforward:

Fill in a small form detailing your requirements. The form is in 3 parts and asks basic information about the legal requirements necessary, where you are in the process, whether you want fixed fee or not. It also asks for a budget, whether you want a local solicitor or are willing to work with a remote one. You’ll easily complete the form within 5 – 10 minutes. At the end of the form, you’ll need to register for the free service so LawyerFair can respond to your request.
You’ll then receive up to 3 proposals for your request within 48 hours.
You can check the various lawyers profiles and how other users rated them
Chose a solicitor that suits your needs best based on profile, past experience, cost and gut feeling

The main element of LawyerFair that excites me is the review aspect. If past clients are unhappy with a lawyer, they can make their feelings known. Any LawyerFair recommended lawyer will know that potential and most likely work hard to ensure top marks are giving.

On the flip side, however, for comparison sites to work you need quite a bit of work to flow through them. A comparison site is no good if the majority of recommendations haven’t been rated by others.

That being said, the service has been created to help business owners to make more informed decisions when seeking legal advice. The service is free so there’s nothing to lose by giving it a go.

When it comes to using lawyers in the UK, my advice is this:

Make sure you consider the ramifications of the outcome you want. Ask the solicitor what the process is likely to be and consider the worst-case scenario and whether you’re okay to live through it.
Give LawyerFair a go at http://www.LawyerFair.com

To read about my experience with lawyers when exiting my business, read this: How Could My Company Be Valued £500k By One Broker and £3.6m By Another?

Posted on August 27, 2013 by Kim Brown — Leave a comment

How to grow and possibly exit your business with your sanity intact

Over 75% of business fail within 10 years

According to the U.S. Small Business Administration, approximately 50% of all new businesses survive five years or more and about one-third last 10 years or more. That means that only 25% of businesses last for longer than 10 years. Yikes!

Considering the high rate of failure, wouldn’t it be in every business owner’s best interest to consider an exit plan within 5 years or 10 years at most? Seriously – to beat the probability of failure doesn’t it make sense to set up a business with the sole intention of selling it before it fails?

I might sound a bit cynical here but let’s face the facts – you have a 50% chance of being around after 5 years and your probability for success diminishes the longer you own your company.

Is it possible to create a company for the sole intention of selling?

Starting and growing a business myself, I know first-hand that there’s simply not enough time to grow a business and consider an exit plan. When I first started, my plan was to build my company for 3 – 5 years and then sell it. After 8 years of work, work, work I consider myself lucky to have been successful (financially – not mentally!) yet the company was in no shape to sell. Fortunately for me, I exited through a management buyout; otherwise I fear I’d be in the loony bin right now. I loved my company, but I was so tired of running it.

The gurus all say to start with the end in mind. They highlight the importance of planning an exit before you start, yet it’s hard enough to plan a forecast for 12 months. Things change so quickly – technology helps or hinders your business. New regulations are forced upon you. Recessions hit. And of course, business owner life gets in the way – income targets need to be met, salaries have to be paid, HR issues have to be managed and the plates have to keep spinning.

It’s not about thinking with the end in mind (which could be to exit your business) – it’s more about thinking how to reach the end with a mind!

How can you grow your company, exit your business and keep your sanity?

I think there are several solutions to reduce the likelihood of business and/or personal failure, so all is not lost.

If you haven’t yet started (or are just starting) a business, make darn sure that you’re super passionate about your product/service in addition to running a company. I’m positive that many businesses fail because business owners are chasing money rather than creating an offering that they truly feel passionate about. Every business owner that I know that’s had a business over 10 years absolutely loves what they do. (I admit it, I chased the money, I had very little passion for the product/service I offered.)
If you currently own a business and are getting tired of it, it’s only going to get worse, so start thinking about an exit now! There are so many things that can be done. You can pull yourself out of the business while teaching others to run it, you can consider succession planning – setting up family member to take over or perhaps getting it ready to sell. The key here is don’t wait until you burnt-out. (I admit it – I waited until I was burnt-out and it wasn’t a pretty sight).
Don’t pretend that you’re happy. In today’s age of positive thinking we business owners give ourselves pep talks all the time. We tell ourselves we’re happy, we’re successful, and we’re the rulers of our own dominion. Additionally, we feel a pang of guilt to admit we’re unhappy with our situation. Heck – who are we to complain? We’re our own boss, we control our pay check, we can come and go as we please. It took sheer determination and tenacity to get our business going – we can’t allow ourselves to think we’re not happy about the destination we’ve created! Can we? You can only pretend for so long. Sooner or later you’re going to have to feel the truth. (I admit it – I pretended I was happy. Everything in my world was smiley faces. It wasn’t until one day when a mentor asked me what I really wanted and my response was, FREEDOM! Up until then I was kidding myself).
Learn the art of outsourcing and delegation. Most business owners, especially in the early days, think that no one can do the job they do as good as they do it. You’ll hear them saying, ‘I wish I could outsource this but it’s quicker for me to just do it myself. Furthermore, it will get done correctly.’ If you say these kinds of things, treat them as a massive warning! You cannot grow and eventually exit a business if you don’t remove yourself from the running of the business. To remove yourself from the running of the business, you must delegate or outsource. Growth is now about you working hard – it’s about you working smarter. (I admit it – no one could do anything as good as me, therefore I found it impossible to delegate. This in turn created a situation where I had to work longer hours and become more and more miserable).
Take the time to understand what is truly important in life because if you think it’s your company, you’re on the wrong track. Our culture is so geared towards making money and owning houses, boats, cars and gadgets yet none of that makes our heart sing. Yes – money is important, but once you have ‘enough’ more money doesn’t make life better. The most important thing in life is love – it’s giving love and receiving love. And I’m talking about love from humans – not the love you give your company! When you’re on your death bed you’re not going to reflect back and wish you worked harder or earned more money. Relationships with your friends, family and community around you is what really matters. Whether your business fails or succeeds I can guarantee that having loved ones with you for the journey will make all the difference in the world. (I admit it – I was married to my company. Nothing else mattered. My friends were my employees. It wasn’t until I exited that I realized how removed I was from the most important things in life).

So there you have it. That’s Kim’s take on growing, exiting and staying sane through your company journey! Any comments? I’d love to hear your thoughts?

Kim Brown, Co-Founder of Business Wand, helps business owners navigate their way through the start to finish process of selling a business. Her specialty is to help owners cut costs and increase profits prior to sale. To understand how you can sell your business quickly for the highest sales price, purchase the book, “How To Sell A Business: The #1 guide to maximising your company value and achieving a quick business sale”

Posted on August 22, 2013August 22, 2013 by Kim Brown — Leave a comment

5 Ways to prepare for your Business Sale Completion Day

When my lawyer looked at me and said, ‘Kim – congratulations, you’ve successfully completed the deal,’ I felt numb. I was speechless and devoid of any feeling. In fact, if it wasn’t for my body I would have evaporated into the air. I had survived my business sale completion day!

After spending months of negotiating, emotional ups and downs in addition to visualizing my freedom I suppose I never took the time to consider how I’d feel the moment I sold my ½ of my business. I remember signing several pieces of paper, watching my lawyer for cues on what to say and not say. And I remember thinking how odd it was that my ex-business partner (the person buying me out) was trying to make small talk throughout the completion procedure.

After a few moments of feeling numb, I hugged my solicitor, left his offices, got in my car and still felt numb. I kept telling myself that ‘the transaction occurred…the money is in my bank…I’m out…I’m free, it’s time to celebrate’ yet emotionally I couldn’t feel anything.

Over the next few days, I started to feel again. I was so fearful that the transaction would never occur that I forced myself to remain unemotional about it. And when it did happen I think I went into some sort of emotional shock!

Anyway, that being said, preparing for the actual business sale completion day is worth setting time aside for. And I mean that from an emotional and practical perspective. The night before the big event, consider the following 5 preparation suggestions.

5 Ways to Prepare for your Business Sale Completion Day

1. Packing list. Some Completion Days can last for days. There are very business times and then there are times when you’ll be sitting around doing nothing. Consider packing clothes, toiletries, special food you like (snacks), a good book to read and anything else to help you throughout the day. Also, prepare your clothes, driving instructions and timings before you go to sleep so that you can wake-up and get to the Completion Offices with the least amount of stress as possible.

2. Negotiation Sticking Points. Are there any outstanding negotiation points that have to be resolved before the deal is done? Where you stand on them? Don’t leave this to chance. Take the time to consider what you will and will not settle for. Visualize various scenarios and focus on how you’d like any sticking points to be resolved. Doing so will better prepare you for the real thing!

3. Completion Day Process. Do you know the stages that are necessary to complete? Many solicitors will tell you that they’ve got everything taken care of, but sometimes it’s nice to know where you are in the process. There’s a load of required documentation and legal papers to sign. If you know the process you can check it off as things happen. By doing so you’ll feel a higher sense of control if you understand what’s actually happening.

4. Consider the post-completion tasks. Usually when entering a Completion Day, many business owners are more interested in completing rather than considering what happens after the deal is done, but keep in mind there are quite a few admin issues to take care of. Things like paying the advisors, diarising future consideration payments and expiry dates for restrictive covenants are just a few. Be prepared to complete, handle after completion tasks AND the next suggestion…

5. Visualising the perfect completion process. It may seem a bit air fairy but you have more chances of getting what you focus on. By focusing on the perfect completion process you’ll train your mind and body as to what you want and how you want it. Furthermore, you might avoid my experience of numbness. Remember to think about the celebration and how you’ll feel once the deal is done and dusted.

This article offers a quick and general outline on how to prepare for your business sale completion day. If you’d like a ‘template’ that will guide you through the whole process, outline what to pack, how to prioritise negotiation points, what will be needed for the post-completion admin in addition to how to visualise a perfect business sale completion day, please check out our pack, “The Seller’s Completion Day Checklist Pack.”

Posted on August 20, 2013August 21, 2013 by Kim Brown — Leave a comment

How to make sure that you are ready to answer due diligence questions

So there you are, you’ve just finished uploading your last document into the virtual data room and ticked off the corresponding item from the list provided to you by your solicitor or business broker.

Time to relax, sit back as you’re now ready to field all questions from potential buyers ….. really?!

How do you really know that you are ready? You could wait until the due diligence questions start coming in or, with better planning, how about doing a practice dry run through? You’ve got the time now to do this and we’ve got just the thing, our due diligence questions packs. Each pack has 250 unique questions and come from Joanna’s due diligence process so they were all real questions that had to be answered! If you can quickly answer each one by simply quoting the right data room reference or if they aren’t applicable to your type of business and you can just ‘N/A’, you definitely are ready!

It’s really worth doing a practice dry run because when the due diligence questions start to come in thick and fast, you’ll find it easy to bat the answers back. This in turn will free you up to focus on the business sale negotiations and you can concentrate on keeping your business value up.

If you’re wondering what type of questions the packs contain, here are six randomly chosen for you to quickly answer with just your matching data room reference number. If the question is applicable to your business and you haven’t got the reference number readily to hand, now’s the time to add to your data room and use our pack to really make sure you’re all prepared!

Sales order book and pipeline, by product/service, rated by percentage likelihood to win new business income, and the expected time frame for each opportunity
Analysis of revenue by customer for the last two financial years (including customer names). Details of financial terms (including commission rates) with top 15 customers for each of product/service
Details of any benefits/expenses provided to employees/directors, copies of any PAYE Settlement Agreement and P11D dispensation
Sickness absence and staff turnover rate for past 12 months
Copies of insurance policies
List of customer complaints/warranty claims within the last two years

Fielding questions successfully

If your business broker hasn’t mentioned it to you already, you should have an efficient system in place to field all due diligence questions successfully. Make sure that all questions from each potential buyer is entered into their own spreadsheet. This should be done by the buyer’s representative themselves and all questions fielded through one person because there could be a number of people on the buyer’s side carrying out the due diligence. This system provides control and allows you to quickly update it with the necessary answers and upload the latest version to the data room. Date raised, By Whom, Question, Functional area, Data Room reference and commentary should all be column headings.

As your due diligence period moves ahead you’ll find that the same question is asked in a different way by different potential buyers and don’t be surprised if they ask the question without even visiting the data room to see if the answer is there!

The quicker you can demonstrate that you have all the answers to hand, the more confident the potential buyers will become and in understanding your business better, they should realise the value of the business and want to have it even more bringing you one step closer to completion day.

Kim Brown, Co-Founder of Business Wand, helps business owners navigate their way through the start to finish process of selling a business. Her specialty is to help owners cut costs and increase profits prior to sale. To understand how you can sell your business quickly for the highest sales price, purchase the book, “How To Sell A Business: The #1 Guide to maximising your company value and achieving a quick business sale”

Posted on August 8, 2013August 13, 2013 by Kim Brown — Leave a comment

How to Stage a Beauty Parade: Selecting the Best Professionals to Sell your Business

How to Stage a Beauty Parade – Which Professional Advisors to Beauty Parade?

There are four core professionals available when selling a business and they include a: Business Broker, Solicitor, Accountant and Tax advisor. Retaining professional services is very costly, so there needs to be enough room in your sale proceeds to pay for them and enjoy your own personal profits. Generally, businesses that are selling for over £1m are more likely to use a team rather than just one professional. With so much expense at stake, it’s imperative to know how to stage a beauty parade.

If, however, you’re selling for under the £1m mark there’s still a need for professional services – perhaps not all of them. Cost can be a huge factor. There’s no sense selling out if all your profits are used up by the professionals that make the sale happen!

Regardless, whether you’re selling for over or under the £1m mark, chances are that you’ll need to retain some professional services. One of the best ways to decide the best professional for your requirements is to stage a professional advisors to beauty parade.

A beauty parade is where you ‘interview’ more than one professional service provider within the same profession against the same criteria and scoring system. For example, when a friend of mine recently exited his company, he staged a beauty parade between three different solicitors. He asked each solicitor the same questions and scored them against the same criteria.

If you’re selling for millions, it’s likely that you’ll have a large team and it’s highly advisable to stage a beauty parade for each profession: Broker, Solicitor, Accountant and Tax advisor. It might seem like a lot of work, but your professional advisory team can ultimately make or break your business sale.

How to Find the Professionals

The best way to find business sale professionals is to start asking around. It’s often hard to beat a word-of-mouth referral. Failing that, you can search locally on the Internet, get recommendations from other professionals or if you belong to a business group, find out if they can point you in the right direction. You can also use social media (LinkedIn, etc) to find professionals although you’ll have to be discrete about how you do it.

Sending out a Brief

Once you select several potential professional advisors, depending on your needs, you can then send each company a short concise document outlining your intentions, objectives and time scales. You’ll want to give some history, explain your situation, tell what your company does and so forth and then ask several questions that you can use to narrow down the professionals that you’re most interested in.

The initial brief email is an early qualifying device. You can make early judgments about the professional/company based on how quickly they responded, the tone they use and how helpful the seem to be.

Short-list the Candidates and set up Interviews

As soon as you’ve narrowed your selection, it’s time to set up interviews. It’s best to see similar professions close together. For example, if you’re going to interview three brokers, try and see them all over a day or two.

Create a Beauty Parade Question Sheet

Going on gut instinct isn’t always the best way to do things! With a score sheet you can ensure that you ask each profession the same question and can then compare answers. For example, you’ll want to ask each Broker questions like:

What were the last 5- 10 deals that you successfully completed?
Who, specifically, facilitated those deals? And will they be helping me?
Can you give an example of helping a business similar to mine (either in size, market, overall objective)?

And ask the Solicitors questions like:

What is your suggested sale process steps and approximate timescales?
For each individual and as a business, how many other deals do you normally work on at the same time and what stage are those deals at?
Based on what you already know about my business, can you point out some strong versus weak points concerning the business sale process (in other words, what’s going for you and what’s going against you?)

Create a Beauty Parade Score Sheet

In addition to asking each profession your questions, you can also create an overall score sheet that holds items like, “Did you get on well or was there a clash of personalities?” or “Did you like/dislike any of the team?”

Decision Time!

After all the interviews, tally up your score sheets and determine what professional seems best for your situation.

Make your Life much, much Easier

If the concept of how to stage a beauty parade makes sense to you but you’re overwhelmed by the various steps, let us help you out. We’ve created a 45 page pack called, ‘The Seller’s Professional Advisors Beauty Parade Pack.’ The pack outlines exactly what you need to write in the briefing email, how to short-list the candidates, over 20 questions each for each profession on key questions to ask, a beauty parade score sheet in addition to the process necessary to retain the professionals.

Don’t have the headache we had going through this process with little help, use this pack to ensure you get the best professionals possible!

Posted on August 1, 2013August 13, 2013 by Kim Brown — 1 Comment

How to find the best Solicitor to sell your business

Before Engaging, find the best Solicitor ever

Find the best solicitor you can to help you sell your business and guide you through the business sale process. If you already have a good solicitor, consider yourself lucky. Completing a business sale is a job that requires exposure to all functions of business as well as understanding the legal terms and law. Choosing a solicitor should be at the top of your list when you are committed to sell a business.

Not all businesses would require a solicitor to sell, though. If you are selling a website, you can easily find a buyer online and complete the transaction through a form of escrow. However, having a solicitor go into bat for you can help a business’s valuation and increase the multiple. Poor solicitors can wreck the sale altogether. We would hate to see that happen to you so here are a few tips that you may consider before signing up with a solicitor that go hand-in-hand with our pack that helps you beauty parade all your professional advisors.

Competency and Experience

You should be very careful while choosing a solicitor. Your solicitor will not only draw the Memorandum of Information, Heads of Terms, and other sale documents, but also help you during the negotiations. Unless you own a famous brand, the price your business sale fetches would largely depend upon how your solicitor presents your business in the Memorandum. It is, therefore, extremely important that your business sale solicitor has lots of experience in selling businesses and is fully competent in preparing all documents related to the business sale. Your solicitor should have a proven track record in selling businesses similar to yours, and should preferably be recommended by someone you know.

Understanding of Your Business and Industry

Every industry and business has some quirky requirements which the solicitor must be aware of before drafting the sale documents especially if those quirky requirements affects your business, and in turn, your business’s valuation. The solicitor is there to safeguard your business’ purchase price and make sure that the buyer cannot claim back against any indemnities or warranties from you in the future.

Fee Structure

Solicitor fees and commissions can vary widely. Some of the solicitors that you come across might have hidden charges in their fee structures, which might surprise you at a later stage. If you don’t want to be caught unaware and pay heavily, you should thrash out the details of the fees and other charges with your solicitor before signing up and look out for % fees and financial penalties upon contract termination.

Terms of Engagement

The agreement you sign with the solicitor will document each and every detail, including the rights and responsibilities of both parties, i.e. you and your solicitor. Insert the appropriate timelines, penalty clauses, the payment terms and all other details meticulously. Selling your business is a complex matter. Don’t increase its complexity and difficulty by hiring the wrong solicitor. Spend time review the sale document again and again until all parties are ready to sign it!

Interest in Your Business Sale

A solicitor may have a great record and reputation, but from your point of view, it is the interest and involvement in selling your business that should matter the most. If you sign up with a solicitor who specialises in selling much bigger businesses than yours, that solicitor might not take your job very seriously. Apart from reputation, you should also determine the level of interest that your solicitor is displaying for your particular transaction, and hire the best solicitor who is fully committed to helping you selling your business.

Customer Services

Your business sale solicitors should not be so busy that you have to wait for days before meeting with them. They should have a culture of customer services and should put you at their top priority. They should have a reputation for meeting deadlines, as they would be preparing all the paperwork and should not keep you waiting on that.

Expert Window Dresser

When selling a business, a lot depends upon window dressing in order to earn the maximum amount of money from your business sale. Your solicitor should be fully aware of this vital aspect and should pay proper attention to all beauty parade elements. Selling a business is about delivering the right sales pitch. The basic AIDA approach (Attention, Interest, Detail, and Action) should be followed. The strengths of the business should be highlighted while the weaknesses are window dressed. Only an expert business sale advisor can point you in the right direction.

Posted on July 25, 2013April 2, 2016 by Kim Brown — Leave a comment

5 Key Due Diligence Requests To Prepare for Now (before you sell)!

5 Key Due Diligence Requests

Due diligence is the analysis and investigative process that follows an offer or letter of intent from the buyer. When you make it to this stage it’s safe to say that the buyer is serious.

The idea of due diligence is to evaluate the potential opportunities and risks of the purchase, and discover any other particular issues. Once completed, due diligence will facilitate the buyers team to manage their thought processes efficiently, so as to deal with and prioritise the decision-making procedure. It will ultimately lead to optimising any deal terms while recognising and addressing risks linked with the transaction.

It’s important to understand that due diligence does not merely entail gathering data and checking boxes. Largely, achievements are based on the worth of future cash flows. Your buyers will need to determine the worth of the particular assets that they are buying or the responsibilities that they are assuming. They will want to analyse the data in the perspective of how upcoming cash flows will be influenced by the issues examined. Due diligence items not only include the hard information that your buyer requires to measure prospective financial, legal, and regulatory experiences, but also provide insights into your company’s physical structure, prevalent practices, available human resources, operational processes, relationships with supplier and customer, competitiveness in the market, and future outlook. Following are the main items required for the purpose of due diligence by the buyer.

Due Diligence Request #1: Sales Forecast

The sales forecast is of utmost importance in a business plan, revealing the detailed forecasted sales for your company. Almost all companies require producing forecasts of their short to medium term sales. Sale forecast is of special attention to potential investors eager to gauge the dimension of a prospective purchase. It is one of the most cared about Due Diligence items requested by the buyer’s team. On the other hand, it is also a complicated section for entrepreneurs to prepare, as they might not have historical statistics upon which to base their forecasts. The key for business owners is to build some reasonable assumptions that they can support. Preferably they must look to discover benchmarks, hence aligning their figures with other businesses in the industry. Sales forecasting need not be 100 % accurate, as nobody can foresee the future. Sales forecasting is intended to assist your buyers weigh up the existing and future demand levels, so that they can estimate the resources that would be required to make those sales. One massive thing to keep in mind is that whatever you supply to the buyer you’ll have to make sure you can make it happen! Don’t inflate figures or you’ll really have a struggle on your hands when it comes to puting the proof in the pudding.

Due Diligence Request #2: Employee Information

The human resource being the most important and dynamic asset of any organisation, your buyers can’t overlook employee information. The employee information term is used for a broad and comprehensive system that keeps and tracks records pertaining to all the employees in an organisation. It reveals ample details related to their resumes, contracts, job descriptions, leave and attendance records, inter-company transfers and the workflow concerned during the transfer procedure, track of appraisals and promotions etc. It also includes Recruitment, Payroll and Training Systems of employees in your company. Buyers will be looking out for key employees so it’s important to make sure they don’t jump ship before or during the sale.

Due Diligence Request #3: P&L and Balance Sheet plus Monthly Management Information

P&L and Balance Sheet are the third most important Due Diligence items requested by Buyer’s Team. To guide your business to the financial track you desire it to take, you need to understand where you’re earning money and where you’re spending it. That’s why you must maintain accounts and generate regular reports, including profit & loss account and balance sheet. Whenever you sell your goods or services to others, it costs you money to pay for the production of those goods and services. And, in return for those goods or services, you will be receiving money likewise. So, if you are getting more than you are paying for, you should be making a profit. This record is kept under profit & loss account.

Your balance sheet depicts the balance between your assets and liabilities. The balance sheet for your company provides a clear view of your business worth at one specific moment in time. Generally, it is done at the end of the financial year and provides you the situation of the company from one year to the next. However one can also draft monthly or quarterly balance sheets. Your buyers will be examining financial performance and weighing it against earlier performance. You should facilitate them in the process by providing any details that they request.

The Monthly Management Information shall provide a snapshot of the performance statistics available in the Management Information System on the last day of every month. It is usually posted several days after the ending of the reporting time. Your buyer would like to take a look at the MMI, so you should make sure that you prepare this document every month.

Due Diligence Request #4: Statutory Information on Company

Statutory information on company pertains to the information relating to its statute, code, or written law, which helps to understand the company infrastructure. This information is usually given in the memorandum and articles, and should not be a problem for you to and your team to create.

Due Diligence Request #5: List of Client Contracts

Your clients are your business assets. Consequently, a major part of being successful in business is to keep them close. The number and worth of your client contracts would determine the sale price for your business. Apart from scrutinising client contracts, your buyer may also like to know how you keep the records of your customers.

The Due Diligence aspect of selling your business is a lengthy and time consuming one. If you have time on your hands now, it’s in you best interest to prepare the information needed proactively rather than re-actively. In other words, sort this out now so that when it comes to crunch time you can put all your efforts on making sure you’re hitting the forecasted targets! At Sell Your Business, we’ve created a fantastic Due Diligence pack that will help you prepare. Don’t let the buyer or your team hold you to ransom – get one step ahead! Check out our Due Diligence collection today!

Posted on July 18, 2013August 12, 2013 by Kim Brown — Leave a comment

Taking The Leap – Going From Hating Your Company To Exiting It

Going From Hating Your Company To Exiting It

Deciding to exit the business I painstakingly grew for 8 years was the hardest decision I’ve ever made. And my decision certainly didn’t happen overnight – it was a drawn out painful process that took several months to make. And once I finally decided to exit it took over a year to process all the emotions I cycled through.

The emotional investment to my companies was similar to raising a child. I put all my energy, love and attention into doing the best I could. And to say good-bye was heart-wrenching.

I had so many conflicting feelings. I was so full of ‘shoulds’. I should be happy that I own and work at my own business – but I wasn’t. I should feel free, happy and alive, but I felt confined, miserable and lethargic. I should be grateful that I’m increasing my wealth yet I actually felt angry. I felt as if the troubles I endured weren’t worth the payment I received. In fact, I eventually came to the conclusion that no amount of money was worth the journey I was travelling.

My health was declining, my energy levels were getting lower and my relationship with everyone around me was suffering. I had built a successful business but it wasn’t successful in relation to who I was and what I truly needed.

In my quest for ‘success’ I mistakenly thought that financial freedom had to be obtained by sacrifice, hard-work and massive amounts of will power. I was taught that things don’t come easy – you need to get out there and do whatever it takes to make things work. I forced, cajoled, pushed and kicked my way to ‘success’ and now that I’ve exited I look back and think, ‘what the heck was I doing?’

No – it wasn’t all bad. I enjoyed the creative side of things. And I enjoyed all the marketing elements that I designed. There were some very special parts that I’ll always hold dear, but as a whole, my businesses ended up confining me rather than setting me free. That’s my fault. I created things to happen that way – I just didn’t know I was doing it.

When you’re so stuck in the mud it’s often difficult to see that life can be lived another way. Deep down inside I knew that I needed to get out. I needed to raise myself out of the mud but I was so scared. And I felt so alone. There was no one around to empathise. And for me to leave my businesses I also had to leave my business partner. Or at least put an end to our working relationship. My decision not only concerned my working life but also it meant I had to ‘divorce’ someone I was very close to.

But before taking a course of action things had to get so bad that I had no other choice. I became increasingly frustrated, angry and disillusioned. I felt as if I lost touch with everyone around me. I could feel my health get worse – I had already ended up in the hospital and took months to recover. I was going down and I had to exit before something serious happened.

Luckily I had some new friends that helped me make my decision. I announced to my partner I was leaving and then lived in a self-imposed hell for several months. I felt as if I was letting myself and everyone else down. I couldn’t tell the employees so I carried on pretending to be a ‘leader’ while the legalities were worked out.

Every other day I woke thinking ‘what am I doing’? I’m throwing away everything I’ve done and created. I’m walking away from the only life I know. And then I’d eventually remind myself that I needed to break away. I needed to find another way to live.

I was so alone. Or…at least, I felt so alone.

It’s now been a 1 1/2 years since I left and taking this time to reflect I’ve realised that my decision was a monumental milestone in my life. I had my ladder of success against the wrong wall. I was doing things that I thought were necessary to create success but I was so misguided. I’ve now realised that I don’t have to push, prod and force myself to gain an elusive reward in the future. I can actually flow, love and enjoy want I do now AND be rewarded. What a concept – eh?

As we get older we get wiser. I’ve learned so much over the past several years. I’ve learned that if you’re not enjoying the journey you won’t like the destination. If what you’re doing now isn’t working for you, don’t invest any more time or emotions into it. Get out. Switch direction. Figure out what does work for you. The longer you wait, the harder it will be to transition . And if you wait too long, something will force you to change. It’s better to voluntarily make the switch rather than it being made for you!

And if you say, ‘but I have a family to support – I can’t just jump ship.’ Well – when I made my decision to exit my business there was no certainty I would get an income. I quit my businesses without knowing if my business partner would buy me out or pay dividends. For months I moved forward not knowing how I was going to make money. And I am the sole provider for my family – I support my husband, my daughter and my father-in-law.

As luck or destiny would have it, my business partner agreed to pay for 60% of my shares over 2 years providing an income and time for me to figure out my next move. Things always work out. If we don’t take care of ourselves, we won’t ever succeed personally. And to take care of ourselves, we need to trust that doing so will create the best outcome for everyone.

Has the time come for you to exit? If yes, you’re not alone!

Posted on July 11, 2013August 12, 2013 by Kim Brown — Leave a comment

How to Stay Alert and Healthy When Selling your Business

How to stay alert and healthy when selling your business

Selling a business is a tiresome and stressful process regardless as to the reason for sale. Whether it’s a distressed sale – selling due to health or personal reasons, or if it’s time to retire or move onto another adventure, the process can take it’s toll. And the ironic thing is that a business owner needs to fire on all pistons during the process. Not only does the owner need to prepare and jump through hoops to make the sale happen, but they also have to make sure the business performs! How to stay alert and healthy when selling your business is a massive factor on achieving success.

By now, we all know that stress sucks. From a scientific point of view, stress stimulates your body to secrete more adrenaline. Once it enters your bloodstream, adrenaline increases your breathing rate and blood pressure. Inevitably a person experiences physical weaknesses. With prolonged stress the body breaks down and eventually becomes ill or worse, gets diseased.

Stress is a consequence of a slight alteration in the natural state of the body. So any technique to reduce stress is to help bring your body back to its normal functioning. Below are some ways that can help you to counter stress:

Sunny side up

Look on the positive side of things. The glass is always half full and half empty – it depends on which version you want to focus on. You have the choice to focus on either. Keep in mind that there are millions and probably billions that have it far worse than you do. Count your blessings and remind yourself of all the great stuff you have in your life. Gratitude is a massive stress-buster.

Rest your way out

Some people fight stress by working towards resolving it. The ancestry of stress is usually over exertion so this in turn increases your brain-strain. Experts argue that taking a nap or simply resting while on a stressful routine can ease you out. While sleeping, the lobe of your brain responsible for voluntary thinking relaxes, hence it relaxes you. When I exited my company, I took up the practice of meditation. I couldn’t just sit in dark room for a 1/2 hour focusing on nothing, so I opted for ‘guided meditations’. Guided meditations often have nice music and someone talking you through a relaxation. You can download these over the Internet – they have mediation for everything. Stress reduction, enjoying life more, business success and so forth. Taking a 1/2 to focus your mind in a positive direction can work wonders.

Take a break

Remember to add short breaks to your fore-planned schedule. Go out for a jog or follow an influential personality on twitter regularly. Grab a book of your favourite author or start taking special interest in gardening. These activities will clear your mind out. Cycling, swimming and taking a brisk walk are effective stress relief exercises. Yoga is known for restoring the natural spiritual and physical state of the body. It might feel counter intuitive to take a break when you have mountains of work to do, however it will help to keep you sane. What’s more important? Your health or your work load? And strangely, you might discover that the more regular you are with your breaks, the easier and more productive your workload becomes.

You are what you eat

Take a healthy diet throughout the day. Water should be an essential component of your diet as it acts as a stress relief agent. Curb the consumption of alcohol and caffeine. (On this point, I have to admit, I couldn’t do that! I would have never survived without my 7am Latte and 6pm glass of wine!) I did however, eat salads, as much non-processed foods as possible and opted for healthier choices when I went out to eat. Think of it this way – you’re body is already stressed…don’t give it more problems to deal with.

A shoulder to cry on

Articulate your feelings instead of hiding or bottling them up. Find a good friend, mentor or family member to talk to. By exchanging comments and suggestions, you will gain exposure to a variety of ideas. Try your best to surround yourself with jolly people who live life optimistically. And stay away from people who make you unhappy and spread negativity as it can further strain your already stressed out brain. Develop a sense of humour and laugh for no reason at all – never loose an opportunity to smile. There’s a form of laughter healing – I can’t remember what it’s called but on certain days at a certain time a bunch of people all join a teleconference call and laugh. (Yes – this happens in the UK believe it or not)!

Give nature a shot

Once in a while, take a small trip to a place with a lot of natural vegetation and less noise. Take a walk and breathe in the natural scenery. Take a nap under the open skies and feel the nature around you. Once you get back to your daily routine after breaking its monotony, you will certainly feel lighter. Every time I go for a walk in the woods I often thing, ‘why don’t I do this more often!’ Just surrounding yourself in nature has a calming effect.

Last resort

Selling a business is an exasperating process. Running a business while trying to get the fairest sale deal can make anyone anxious. Stress builds up in your mind and body and leads you to experience physical deficiencies. If it gets to be too much seek professional help! There’s nothing and no one more important than you. If you go down so do the people around you so remember to put your health above all else!

Posted on July 5, 2013August 12, 2013 by Kim Brown — Leave a comment

Interview: Lessons Learned From Selling A UK Business

Lessons Learned in Selling a UK Business

Who better than to learn from one of the Sell Your Business co-owners, than Joanna! She can rightfully offer lessons learned from selling a UK business! I interviewed Joanna in the hopes that her experience will shed some light on various factors that might be able to help you or prevent you from making mistakes.

Lessons Learned From Selling A UK Business

Kim: What was your original business exit plan?

Joanna: The original business exit plan was actually not to exit! It was to focus on getting the company to a position where it remained very profitable and could run without me at the steering wheel. I was hoping for an arrangement that would allow me to go do something else while the business continued to generate income for me and my partner (who was also the majority shareholder).

Kim: Well, that being the case, what triggered your desire for a business exit?

Joanna: I was looking for options to reap the reward of the hard work that I had put into the business. I mean, of course, I wasn’t in the business for the sake of business, but I have some personal goals too. However, it was my business partner’s sudden need to cash in and de-risk for the sake of his family that was the main reason for our deciding to sell the business. I would class our business exit as a distress sale as we allowed circumstances to dictate the sale instead of choosing our window of opportunity.

Kim: So, are you saying you didn’t have enough time to plan?

Joanna: Yes. We sort of tried to rush into the sale and discovered many things as we went along. This wasted a considerable amount of time and energy. We were looking for the buyers, preparing documents, and doing our usual business all at the same time which included market entry into the US! I think if we had given more thought to the business sale, things could have been much easier.

Kim: How did you find the process emotionally?

Joana: Exhausting and emotionally draining to the point where I couldn’t function outside of work as I only had just enough energy to keep the business and sale process going. It was a long 22 months as only 3 people (including myself) in the business out of 40 knew we were selling it. I akin it to a never-ending boxing match with unlimited rounds and varying lengths of timed rounds, feeling the effects of punches and rarely being able to punch back and control the round. I was barely dragging myself around by the time we entered the negotiation stage. It can take a lot of time and energy. There’s just no way around the stress and the long hours, I guess. I tried to keep my focus and manage my schedule, but 22 months is a long time.

Kim: What was the final outcome?

Joanna: We made an endless number of presentations and held umpteen meetings, but were frustrated every time. After the last sale attempt fell through, I left the business as an employee. I felt I had nothing else to offer and hated the business and what it had done to me. I was running on empty in terms of energy levels. My business partner stayed behind and 2 months after I left the business, it was successfully sold for millions.

Kim: In hindsight, what are the top 5 things would you have done differently, if anything?

Joanna: Very difficult to answer, as I was the minority shareholder and really had no decision making power, even though I was listened to from time-to-time. However, having seen the business sale process up close, I can say that if I was the majority shareholder, I would have:

i) Refused to enter the USA market while trying to sell at the same time as the US was a massive distraction and took a lot of my time. I would have focused on our core business and our core business only because we needed to prove that we were over-achieving our forecast numbers and I could focus my attention on the business sale process more.

ii) Chosen to have more time to prepare to sell. This would have saved me from trying to juggle two full-time roles at the same time and truly focus on aspects of the business that would have maximised its exit value more.

iii) Not been greedy and be more aware of deal fever – I would have looked at what the realistic multiple was before short-listing offers. I would have accepted offers as they were above walk-away price tag despite the offer being made by a competitor. I should have also been wary of the big 7 figures that were being thrown around but emotions were on a roller coaster ride and energy levels were on low. Conversely, I would have walked away when the offer was lower than the walk-away price because the business’ intrinsic value was worth more and would give us a better return than say investing that cash in a different instrument e.g. stocks, property, etc.

iv) Told my senior management team that the business was for sale because I trusted them. This would have taken the pressure off myself having to personally keep the data room updated, make up a number of cover stories as to why I wanted certain information from the rest of the business, and I wouldn’t have to have hold all the technical and operational meetings with prospective buyers by myself.

v) Loved to have kept a detailed diary during the sale process as events got a little blurry and as the offers came in it was difficult to remember what happened when and why. A diary would have also helped me have an outlet for my emotions and would have been useful remembering if certain meetings went well or not.

Well, well…You can see that business sale is treacherous territory. Joanna was frustrated by the market expansion side-by-side with the business sale, but the owner was probably trying to maximize the sale price. Patience is key, and preparedness necessary.