Selling any business can be complicated. Finding the right buyer is one hurdle that must be overcome. However, even once the right buyer has been found, there are still many reasons why a deal can collapse. 

Unpredicted Events 

It is important to realize that you can do everything perfectly and “acts of fate” can still intervene and impede the success of your deal. For example, one issue is that you might not be able to satisfy the buyer in regards to demonstrating the earnings of the business. 

A second issue is that during the sales process problems may arise with federal, state and/or local government bodies and agencies. Many of these problems may be quite difficult to predict in advance. A third issue is that the buyer’s investigation ultimately reveals some problem regarding the business that was previously unknown. 

Simply stated, a seller cannot guard against every single possible unforeseen act of fate. The best any seller can do is look for potential problems and try to remedy them in advance. Working with a business broker or M&A advisor can be an excellent way to identify all types of business problems and adjust accordingly.

Buyer Issues

Another major reason that deals can fall through are issues with the buyer. Many sellers are just “testing the waters” or lack the commitment and resolve to see the sales process through, which is often much more complicated than many sellers realize. This issue marks the importance of working with an experienced business broker or M&A advisor who hopefully can weed out these uncommitted buyers in the beginning. 

Often buyers will fail to be honest about their situation or how capable they are of buying the business. Business brokers are experts at assessing the potential of interested buyers, and that means they can typically save sellers a great deal of time and aggravation. But even with the best brokerage professionals on your side, it’s important to realize that buyers can still be unpredictable. 

Third-Party Interference 

A particular source of deal killing frustration can be that buyers are influenced by third-parties who are opposed to the purchasing of the business, for a variety of reasons, and will work to kill the deal regardless of its merits. Everyone from landlords who may not want to transfer a lease or grant a new one to outside business consultants, such as attorneys, may all intentionally or unintentionally create a range of problems that interfere with the success of the sale.

There are many pitfalls that can derail the successful sale of a business. Identifying those kinds of issues far in advance is one way to dramatically boost your chances of a successful sale. Working with an experienced business broker or M&A advisor can help to dramatically increase the odds of finding the right buyer for your business.

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If you’re buying a business, you might be feeling overwhelmed about all the details that are involved, especially if it’s your first business. Buying a business is certainly no small task, and that’s why you’ll want to dive into the process headfirst and make sure that you’ve carefully examined the business. 

Here are some of the most important elements to consider. While some of these aspects don’t immediately come to buyer’s minds, they should be high on your list of considerations. 

Legal Documents

Reviewing legal documents might not seem like the most enjoyable task, but this activity should be one of the first things you will want to do before buying a business. Most worthwhile businesses will have a long list of legal documents to show, ranging from documents showing trademarks and copyrights to consulting agreements.

Tax Documents

When it comes to paperwork, tax documents are obviously also a necessary element to review. Some things that you should be watching for are forms that do not adhere to the IRS rules. It goes without saying that you don’t want to be the one taking responsibility for a previous owner’s error. 

Business & Retirement Documents

The list of documents you’ll want to review doesn’t end there, as you’ll also want to check into retirement documents such as balance sheets, investment statements, and income statements. You’ll want to ensure that all of the qualified and non-qualified retirement programs run by the business are up to date. You might need to check the parameters of the Department of Labor’s rules. 

Work with a Business Brokerage Professional

Your business broker or M&A advisor will take you through the due diligence process to help you make sure that all aspects of the business have been reviewed thoroughly before you sign on the dotted line. Be sure to work with an experienced individual who is proactive when it comes to making sure all of your questions have been answered to your satisfaction. 

The items on your to-do list might seem overwhelming at first, but remember that a lot of focus and effort now will save you a ton of hassles and issues later. And you might end up dodging a bullet by spotting a serious issue that causes you to change your mind about a business. Always be sure to protect yourself and your best interests. 

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As an entrepreneur and business owner, your partnership agreement stands as one of the most important business documents you will sign. Business structures can be as complicated as the people that create those businesses. Quite often, business owners create businesses with friends or loved ones and, as a result, will not have a proper partnership agreement in place. 

It’s important to note that not having a partnership agreement in place is a mistake. There are too many unknowns and too many variables not to have this essential document. You need a legal framework to protect your business from the vast array of potential pitfalls that may have an impact. 

The Key Elements of a Solid Partnership Agreement

At the top of the list of every partnership agreement is a clear outline and understanding of rights and responsibilities. All too often partnerships run into trouble as the rights and responsibilities of the parties aren’t clearly thought through and then outlined in a partnership agreement. 

Mapping out rights and responsibilities will help eliminate problems in the future. A partnership agreement should be seen as a serious legal document. As such, it is prudent to work with an experienced lawyer in the area of partnership agreements.

What Every Partnership Agreement Should Address

At the top of the list, every partnership agreement should address how money is to be distributed and which partner(s) will receive a draw. The issue of who will contribute funds so that the business becomes operational should be very plainly spelled out in the partnership agreement. A failure to address this issue could end the business before it even gets off the ground. 

Issues such as what percentage each partner will receive and who will be in charge are two additional key areas that should never be overlooked. In terms of issues that are frequently overlooked by those forming a partnership, it is common for those forming a partnership to overlook long-term issues such as what is to happen in the event of the death of a partner, what steps are to be taken to bring in a new partner, and how business decisions are made.

Without a solid partnership agreement in place, business owners may find themselves in the last place they want to be, namely, court. A lengthy court battle can weaken your business in a very wide range of ways including a hit to company morale as well as the loss of key customers and employees. A legal battle between business partners can destroy what would otherwise be a healthy and thriving business. 

The time you invest in the creation of a business agreement is time and money well spent. In fact, it is safe to state that a business agreement might just turn out to be one of the greatest investments you ever make.

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Business owners are usually too busy running their business to deal with the fact that retirement will arrive one day. Ultimately, every business owner walks away from their business. The sooner you start preparing for that day, the better off you’ll be.

Whether it is an established location, relationships with customers and suppliers, or an understanding of a given industry, an established business has much to offer. Prospective buyers also know the benefits of buying a business with a track record.

Simply stated, no one is a greater expert on your business than you. That means you are positioned to evaluate your business and help map out a plan so that there is a smooth transition from buyer to seller. Let’s take a look at some tips for getting the best price on your deal and making that transition a little easier.

1. Have a Second-in-Command

This first tip is one that shouldn’t be overlooked. Develop and have a competent, dependable, and proven second in command. Any prospective buyer evaluating your business will feel much more confident with the idea of taking over if they know there is a responsible and experienced professional waiting in the wings to support the transition and beyond.

Buying a new business can be an intimidating prospect, especially if the buyer has never owned a business before. Acquiring a business with a competent second in command in place will serve to ease a prospective buyer’s many apprehensions while boosting their confidence that their plan to buy and operate your business will be successful.

2. Streamline Operations

A second key tip for business owners looking for ways to ensure an easy transition is to streamline operations. A lot goes into operating a successful business and the more you can streamline that process, the more attractive your business will be to any prospective buyer. This could be everything from creating operations manuals to improving training for staff members.

3. Be Transparent Wherever and Whenever Possible

Everybody wants to be loved…but when it comes to business it’s best as a business owner for your employees, customers and vendors to be more in love with your business than you.  Communicating with key employees, customers and vendors early on in the process can help ensure a smooth transition.  Deciding how and when to have these communications can be tricky however, and seeking outside counsel may be your best course of action in this regard.

Any prospective buyer who is considering buying a business will feel much more comfortable after learning that key employees, customers and vendors will all be motivated and ready to work with the new owner. One of the top fears of any prospective buyer is that they will buy the business only to see critical team members quit, key customers take their business elsewhere, or have to deal with supply disruptions. No one expects you to work forever so, the earlier transparent communications can take place about “one day…”, the easier the ultimate reality of a transition will be.

Finally, any business owner considering selling their business should explore working with a business broker or M&A advisor. Business brokers understand what it takes to ease the diverse fears that buyers have when it comes to buying a business. A business broker or M&A advisor’s expertise and knowledge base can prove invaluable for helping business owners chart the best path forward and get their businesses sold.

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Your employees are the heart and soul of your business. Therefore, if you want a thriving business, you need to put their satisfaction at the top of your list. After all, if your employees are not happy, this level of negativity will eventually spread to your customers and clients. Before you know it, you may see your level of profits and success decrease. Any time you spend thinking about positive changes in your workplace will be well worth your time and energy. 

Hiring Processes

Be sure to pay careful attention to your hiring processes and the ways that you evaluate candidates. When you hire a new employee, this is the start of a relationship that will ultimately impact your business in a wide variety of ways. It’s worth the time to make the job attractive and be as accurate as possible when it comes to your job descriptions. Make sure that anyone at your company who is involved in the interview or selection process is professional and thoroughly coached on best hiring practices.  

Steps to Ensure Employee Satisfaction

Once your employees are on board, it’s a good idea to take active steps to ensure that they are positive about their jobs. Oftentimes, business owners make the mistake of assuming that their employees will naturally be dedicated to their jobs and the tasks at hand. Unfortunately, this is not always the case. Therefore, you must take steps to ensure that your staff members feel motivated. 

Here are some ideas:

• Offer competitive compensation 
• Offer benefits
• Show appreciation for employee contributions
• Offer rewards such as praise and bonuses
• Offer days off for holidays, birthdays, and vacations
• Be respectful of all employees
• Ask staff members for their feedback and implement changes
• Provide opportunities for career development 
• Help build relationships among staff members

When your employees are not happy, their stress and negativity will undoubtedly rub off on your customers. Further, their unhappiness will be more likely to make them miss days or work, whether it’s due to illness caused by stress or just the fact that they are unmotivated. Further, satisfied employees will be more likely to be productive and stay with your business for a long time. 

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Experts recommend considering adding an advisory council to your business. This informal board would provide strategic advice on business management related issues. An advisory council would be in place to provide advice to your business, but unlike a board of directors, they will not actually make the key decisions. Further, while a board of directors often has equity in the business, an advisory council does not. Of course, an advisory council is not right for every business. You will typically see them in businesses that are making between 3 and 25 million. 

Consider Your Strengths and Weaknesses

There are many fundamental needs of a business and most entrepreneurs are good at one or two, but cannot excel in every area. The advisory council, as well as other outside experts, can be a great way to fill in the gaps in an entrepreneur’s abilities. 

Beyond understanding the strengths and weaknesses of a company, it is also important for an advisory council to understand the goals of the business and create a business strategy. Understanding the lifetime goals of the entrepreneur, what they want to accomplish, and the work necessary to reach those goals, are all of vital importance.

Time Commitments Involved

In terms of the time commitment involved, experts say that the best approach is to limit the number of advisory council meetings to 12 per year, with 3 quarterly meetings onsite with each meeting lasting approximately 3 to 4 hours. Additionally, you may want to consider 1 lunch meeting per year and sporadic Zoom meetings. 

Implementing Recommendations 

Having an advisory council and implementing their recommendations are, of course, two different things. It is important that any plans also have reasonable time frames as well as a facilitator that can serve to motivate staff.  

An advisory council can be extremely valuable in that they provide a new perspective on the business. While there is no doubt that creating and maintaining an advisory council may be a lot of work, there are ample potential benefits to consider. Additionally, the process of creating an advisory council and implementing their recommendations can dramatically increase the value and salability of your business. 

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If you’re planning on a business agreement to buy or sell a business, you’ll want to know about term sheets. These non-binding agreements will help with progress for both parties. The information covered in the term sheet should include everything from pricing and terms to special considerations. You can expect it to be between one and five pages in length. 

What is the Difference Between a Term Sheet and a Contract?

When a term sheet is created, it demonstrates that there is an agreement between the buyer and seller and a business transaction is possible. However, neither party is bound to this transaction. On the other hand, a contract is typically a legally binding agreement that would hold up in a court of law. 

What are the Pros and Cons of a Term Sheet

While it can be beneficial that a term sheet is non-binding when buyers and sellers are exploring the terms of a deal, it’s also important to know that a term sheet can come with risks. Due to the fact that it covers many details about the potential deal, it can instigate either the buyer or seller pulling out of the deal if they are unsatisfied with the contents of the document.  

On the positive side, a term sheet can serve to greatly expedite negotiations and help things progress faster. Further, it can save time by making sure that the conditions of the deal are understood and accepted before formal documents are drawn up. It can play a huge role in clarifying objectives and circumventing misunderstandings that could ultimately end a deal at a later stage. 

Putting Term Sheets to Work on Your Behalf

One of your goals with your term sheet should be to create a situation that is beneficial for all parties. When a verbal agreement between a buyer and seller is put down on paper it can help a deal begin to take form and actualize in the near future. In the end, a term sheet can help a deal move along and ultimately be successful. It’s the perfect first step towards a completed deal. 

If you have questions about how a term sheet fits into your overall plan to buy or sell a business, this is a question that can be addressed with your business broker, M&A advisor, or attorney. 

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Selling your business is typically quite an involved process that takes a series of months. Sellers typically experience a variety of ups and downs during that time. This is true even in the case of the most successful deals. That’s why you will want to keep your eyes open during the process so that you will be equipped to vet your potential buyers.

This article will take a look at various aspects of the sales transaction that could be concerning and could mean that a deal is less likely to be successful. It’s a good idea to identify these types of situations so you’ll be better prepared to notice them if they were to occur. After all, the last thing you’ll want to do is waste your time and energy dealing with a prospective buyer that is not a good candidate for buying your business. 

Signs of Lack of Interest

There are countless instances when sellers have been approached by prospective buyers, but the parties controlling the purchase are never involved. If a company expresses interest in your business, but the President or CEO seems to be too busy to talk to you, it more than likely means that there is something off about the situation. If communication starts to fizzle out during the process, it very well could also mean that your buyer is not truly interested. 

Inexperienced Buyers

What if you’re dealing with an individual buyer? If an individual says that he or she is interested in buying your business, but has no experience in your industry and no history of owning businesses in the past, this can be a red flag. Even if this buyer does have serious intentions, he or she may become nervous and start to feel overwhelmed as things progress with your deal. In the early stages when you are being approached by potential buyers it is a good idea to not get too wrapped up in buyers that do not appear to be completely legitimate. 

Withholding Information 

There are situations where caution should be warranted in the later stages of a deal as well. For example, in some instances, sellers have not been allowed to see the buyer’s financial statements. Clearly, that could mean that the buyer doesn’t have the resources actually necessary to proceed. 

When you work with a business broker or M&A advisor, you will find that you have built in protection from buyers that are not the right fit. Most brokerage professionals have seen it all and tend to be able to sense when something is too good to be true, or just simply not quite right. Also, when challenges do occur, having a third party involved can go a long way in effectively getting things back on track. 

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No one wants to waste their time and energy trying to sell their business to someone who isn’t actually planning to buy. That’s why it’s so important for you and your business broker or M&A advisor to focus on the most qualified and serious buyers. But how can you really make these kinds of assessments about a buyer’s viability until they sign on the dotted line? Let’s take a look at some signs that will help you figure out your buyer well in advance. 

Do they have a history of ownership?

When someone has owned a business in the past, they have a firm understanding of what is involved. As a result, they are more likely to be a serious buyer. It also means they are more likely to move forward. You will also find that they have the ability to make a substantial down payment and financing options. While they might want you to help them with financing, you should still be looking to ensure they will put their own capital at risk as well. 

Are they seeking information about your cash flow?

If a buyer is serious, it goes without saying that they will want to make sure the business is profitable. They should be asking a lot of questions about not only your cash flow, but also your inventory.  If you have unusable inventory this could be of concern to a buyer. Be sure to disclose this information upfront, as it will likely be discovered in the due diligence process regardless.  

Are they asking about the health of your staff?

Any real buyer would want a dedicated and reliable staff. If your buyer is asking about salaries, it is a good sign that they are serious. After all, if you’re only paying minimum wage, chances are that your staff will not have a lot of staying power. These days, many companies are suffering due to staffing issues, and it’s something that should be front and center in any serious buyer’s mind.

Do they have an interest in the industry?

If your prospective buyer is asking questions about the industry, that is another good sign. After all, who would really want to buy a business without detailed knowledge about the industry they are about to enter? Along the same lines, if you know your buyer has experience in a given industry, it means they are more likely to go through with a purchase. If they lack experience in your industry, do they at least seem passionate about the industry? If they seem like they are not asking probing questions, this might mean they are wasting your time.

Are they asking about capital expenditures?

Your prospective buyer will want to know how money is being spent. You can expect them to make sure that major expenses have already been paid for as they will want to make sure they won’t be caught off guard by large pending purchases.

Do you have professional assistance? 

The bottom line is that the more in-depth questions a person is asking, the more serious they are likely to be. Your business broker’s job is to screen prospective buyers. Years of experience doing so helps them know the warning signs that pop up when buyers profess to be interested, but are not likely to go through with the sale. 

When you are trying to sell your business, it is critical that you focus your time wisely. Your brokerage professional will help ensure that you do not waste time working with people who are just kicking the tires. 

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As a business owner, your natural inclination is likely to be considering the strengths of your business and how to perform even better in the future. However, the truth is that sitting back and thinking about your flaws can actually benefit you in the long run. When you have a full understanding of where you are lacking, it will empower you to make the best strategic decisions for the future. These changes, in turn, will help you receive top dollar when you go to sell your business. 

Here are 4 areas you should be evaluating:

1. Your Products

How diverse are your products? If you rely upon the sale of just one product, that puts your business in jeopardy. You should be thinking about additional products you could add. This will also open you up to new opportunities for customers and revenue.  

2. Your Workforce

There has been much publicity about the current trends in businesses struggling to find staff. Further, there are a variety of trades, such as tool and die, where there is a shortage of skilled workers to begin with.  However, your staff members are the core of your business, and represent its wellness and ability to thrive in the future.  

3. Your Industry

You should always be on the lookout for trends that could negatively impact your business. Sometimes things are simply out of your control, and you might find that your entire industry is in decline. When this occurs, be sure to think about new directions you can take. If you sit back and just wait for things to change, the value of your business could slip away before your eyes. 

4. Your Customers

If you only have one or two core customers, that will typically lower the value of your business. Any potential buyer will quickly realize that the health and stability of your business is somewhat fragile.  While you may feel that you don’t currently have the time and resources to obtain new customers and clients, doing so will serve you tremendously when it’s time to sell.

When you work with a business broker or M&A advisor, he or she will help you to evaluate your company and look for weaknesses. However, oftentimes it’s challenging or even impossible to turn the tides when you are under the gun to sell right away. That’s why so many business owners decide to work with a brokerage professional years before they actually plan to sell. This enables them to correct any weaknesses years in advance and be fully prepared to present their business in the best light possible. 

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