GlobalBX

As a professional business broker, I see many business owners starting on the wrong track in trying to sell their businesses.  One common thread is that owners think the advisors that have previously assisted them in their business dealings are qualified to help them sell their firms. Nothing could be further from the truth.  Choosing the right attorney, CPA advisor, and Business Broker are paramount to a successful sale and closing.

Attorney:

Most business owners already have an attorney whom they trust.  Often, this person has been advising the seller for many years.  The real issue is that law, like medicine, is a specialized practice.  You would not want your family practice physician surgically removing your gall bladder.  Similarly, you would not be well advised to have a general practice attorney handling a complex M&A transaction. My brokerage experience is that many buyers do not have a trusted attorney and as a result, get a M&A attorney specialist to represent their interests. Likewise, sellers should hire their own legal professionals who specialize in M&A transactions and are experienced in this area of specialty.

CPA:

Most owners have a tax advisor for their business. This person knows the financial and tax reporting ramifications of the company being sold.  However, tax law, particularly as implied in M&A deal structure, changes regularly. In order for the owner to receive the best tax treatment, a M&A tax specialist should advise on the deal structure.  Ideally, the seller wants to receive the best tax structure while closing the deal without alienating the buyer. The M&A tax specialist often suggests new tax case examples that will not appear in the normal CPA “playbook”.  The cost of hiring a M&A tax advisor is usually limited to structuring the deal, and this specialist is not involved  all the way  to closing.  As such, this  advisory is not expensive. The owner’s trusted CPA can still coordinate the due diligence and document gathering and assist throughout the transaction to closing.

Business Broker:

Sellers often do not know how to select the right business broker.  Fortunately, there are several steps an owner can take in interviewing prospective business brokers.   One of the best methods, of course, is a referral from a colleague. Also, in interviewing a prospective broker, arrange to meet  the broker in his office where many of the meetings between the parties would be held.  In meeting at the broker’s office, the seller will get a certain “feel” for the broker, as well as meeting the broker’s support team. Ask the business broker to review one of his marketing packages on a sold business.  The broker should be able to explain the package so that the business deal makes sense and to lay out the points of the selling company logically from an both an operations as well as financial perspective. In addition to a referral from a colleague, the business broker should be able to supply several client referrals of the same size deal for the buyer to review. A real test is to ask the broker to explain in detail how he “recasts” the financials for a price and deal structure opinion. Often, inexperienced brokers do not reconcile their recasts to the tax returns which is the “legitimate” source for the real numbers. As such, the broker should mention that  he uses tax returns as the final check for his recasts.