For most in business, selling up is a rare, perhaps once-in-a-lifetime, experience. As a result, it is not surprising that most owners are unsure whom to turn to first, for advice and practical assistance. Here we look at the ‘usual suspects’ and to what extent you might need them.
The professionals most associated with business sales are accountants, solicitors, business sales agents, finance advisers and commercial property valuers. How much you might need all or any of these depends upon the size and nature of your business, as does to which you should speak first. Logically – at the risk of appearing self-serving – it should be a business sales agent, as ours is the only one which specialises purely in this field. That said, because most owners have an on-gong relationship with their accountants, they often turn to them first, and there is a lot of sense in this. Indeed, it’s the reason that accountants are our single largest source of new business referrals.
Businesses large and small wanting to maximise their appeal to buyers need good, credible and well presented accounts. Thus, even if only to give their seal of approval, you need a reputable accountant. You must also take advice from an accountant who specialises in tax planning, as this can make a huge difference to the ultimate value of any deal and, thus, the structure and terms that you might be prepared to offer. It is hard to overstate the importance of checking this aspect at an early stage.
In terms of process, the essential role of your solicitor will be to prepare the formal sales contract. Beyond that, it depends very much upon the nature of your business. For example, if you have a partnership and are thus selling not a company but certain rights, obligations and, in the main, goodwill, the extent to which a buyer needs to worry about liability for past events is largely negated (the most obvious big exception being with regard to employees). This makes the due diligence process simpler, quicker and cheaper. For larger limited companies with many employee, customer and supplier contracts, on the other hand, the pile of legal work – and the bill – can be very high. The central point in relation to legal work is to ask in advance for estimates of cost. We have seen some instances in which the eventual legal bill has amounted to a high proportion of the proceeds, causing buyer and seller to question to worth of some of apparent risks covered.
Corporate finance consultants
Corporate finance consultants have grown in importance as the prevalence of straight cash sales has waned. They come in all shapes and sizes. Very large firms will turn to the major accountancy-based consulting companies, but there are plenty of options for smaller businesses. Their value lies in ‘preparing the way’ for buyers, making it easier for buyers to see why a particular deal and structure makes sense – and thereby helping sellers to realise a healthy, tax-efficient price.
Commercial property valuers
Some businesses have a high proportion of their value (or, in some cases, liabilities), tied up in commercial property. In such cases, up-to-date valuations are central to overall value, the availability and price of finance and, thus the achievable price.
Business sales agents
As the only specialist in the selling process, a good business sales agent can offer an unrivaled wealth of experience to help you sell well and avoid unnecessary costs. The key is to check out the firm and individual you will be dealing with. Look for hard evidence of plenty of experience, knowledge of, or access to expertise in, your sector, and a good track record overall. Most importantly, your main point of contact should be someone capable of driving the process, who will readily give you the names and numbers of past clients he or she is happy for you to talk to.
Finally, it is important, at a fairly early stage, to decide who will, in effect, ‘project manage’ the preparation for the sale and then the sale itself (the roles can be split). If it is to be you and/or an in-house team, be prepared to allocate a sensible amount of time. If it is one of your advisors, be sure to determine, at the outset, how that time will be paid for.