Posted in Company Management, Money, Property Issues
This is the second installment
of a series discussing potential pitfalls of which closely held business owners
should be wary when they are trying to sell their business. Here’s a link to our
first installment.
After a lifetime of pouring
time and energy into growing and expanding, Pawlenty Energy, JR and Sue Ellen
Pawlenty are ready to sell their business and retire. Having never sold
anything of this magnitude, JR and Sue Ellen have no idea where to start to try
to sell their company. Even more challenging is that, until the money
exchanges, they must continue to run their business. Marketing to sell their
company will be a hassle that could negatively affect their operations, their
personnel and their reputation both with their customers and with their
vendors. Their friend Nancy Noitall recommended that they hire a business
broker to assist them in handling the sale. Is this a good idea?
Benefits of a Business Broker
Business brokers can provide a
valuable resource to sellers. For example, a business broker can mass market a
company when the seller does not already have a prospective buyer lined
up. The broker also serves as the seller’s spokesperson, allowing the seller
to concentrate on running the business instead of dealing with the daily
distractions that arise from trying to get a deal done. This includes
screening prospective buyers to ensure they can afford the sales price. A
broker can also come up with a market value for the business based on the sales
prices of similar businesses.
Risks of Using a Broker
Sellers face some risks using
business brokers. Because a business broker is the seller’s spokesperson, the
seller would likely be liable if the broker misrepresented the business to a
buyer. Business brokers also typically use form agreements for each
transaction. If there are unique aspects of the transaction, or the
business, that are a material part of the sale, form agreements may not address
those issues and create the potential for litigation between the buyer and
seller down the road.
Should I Involve Other
Professionals?
Yes. If you have an
accountant, he or she can help you get your financial statements in order
before you advertise your business for sale. If your accountant did not
previously do so, he or she may be able to audit your financial statements,
which will improve your business’s value. If you hire a broker, your
broker can deal directly with your accountant on any questions from potential
buyers about the company’s financials.
You should also involve an
attorney who can review and advise you about the broker agreement. Your
attorney can also review and revise the broker’s form sales contracts to try to
protect you from certain risks if the sale fails.
What Should I Look For in a
Broker?
If you want to hire a broker,
you should look for someone who has a proven track record selling similar
businesses, or who has experience in your industry. The broker should be
willing to work with your financial and legal advisers. Most importantly,
you want a broker who puts your interests ahead of his or her fee.
Tilting the Scales in Your
Favor
Whether you use a broker to
help you sell your business depends on your personal circumstances. If you choose
to use a broker, conduct a thorough background check, including references, of
all potential candidates before hiring one. You also need to make sure
you have a clear understanding of how the broker is compensated under the
broker agreement – which you should have an attorney review with you.
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