If you're thinking about selling your business, there are a number of steps that you can take now- prior to negotiating with a buyer - that will make the sale process easier and, possibly, make your business more marketable as well.
I want to share with you a few of those steps:
Number One: Identify Your Key Employees.
Are there employees that are vital - or very important - to the day-to-day operation of your business? Are there employees that would be difficult to replace and whose absence would render the business less valuable?
If so, you should explore the possibility of providing those employees additional incentives beyond their normal compensation to remain with the business through a sale. This could include bonuses or equity or non-equity equivalents.
Employees do not typically like uncertainty, and a pending sale often causes important employees to jump ship, leaving the business reeling at the exact time it should appear most buttoned up. The Buyer will be looking for some comfort that employees will remain with the business also.
Number Two: Solidify Your Ownership of Intellectual Property.
It may come as a surprise to business owners that individuals involved in the development and creation of the business's software, processes and creative output could claim an ownership right over those assets.
Also, work done on the business's behalf may have ambiguous ownership depending on the agreements the business entered into with its service providers and independent contractors.
Best practice calls for the business to review all relevant agreements and receive assignments or transfers of any and all intellectual property rights associated with the business when the ownership of those rights may be in question.
The buyer in the sale of a business will be very interested in your ability to evidence ownership of your intangible assets.
Seller's Beware: Getting these assignments on short notice with a sale pending may be impossible or expensive – and could even require incentive payments.
Number Three: Examine Your Contracts.
Begin reviewing and listing each of the contracts that the business is a party to. Pay attention to the term of the agreements and whether or not they are still in effect, if notice of renewal is upcoming or required, or if any party is in default.
Also, identify those contracts that are absolutely essential to the operation of the business, such as an exclusive licensing agreement.
Can those key contracts be assigned to a new purchaser without the consent of the other party?
Is it likely that the other party will want to build a relationship with the buyer prior to consenting to an assignment?
With the advice of counsel, raising the possibility of an assignment with the other contract party may provide some peace of mind -- or at the very least let you know in advance what will be needed during the sale process.
Number Four: Ensure the Books and Records are Complete and Match Ownership.
Transfers and assignments of a person's ownership in a company can get misplaced, lost or damaged - and the transfers may not have been properly drafted or recorded in an ownership ledger.
On more than one occasion, with the sale of a business pending, I've seen business records that contradict an owner's own belief in how his or her company is owned. It is important that the business records accurately reflect the intended and true ownership of the company. Getting this buttoned up prior to presenting the business to buyers will help make the business appear more professional and create less headache during the sale process.
Today, I've shared only a few steps that could be helpful to take prior to selling a business. Other steps may still be necessary.
For a few more tips, please see my next video on this subject. Also, more information is available on my blog at www.bfvlaw.com.
As always, please let me know if I can help.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
