INPRACTICEINDUSTRY NEWS | TECHNICAL UPDATES | KEY DATES

INPRACTICE     How to sell your business without losing business: Assembling your A-team  

LEGAL

How to sell your business without losing business: Assembling your A-team

Practitioners are likely to find themselves working with lawyers and other advisers when a client decides it is time to sell a business. William Kontaxis, senior associate with legal firm Holding Redlich, outlines who may be involved in the sale.

William Kontaxis, Holding Redlich | December 2019

No matter how well run a business is and how early the business starts planning for a potential sale, it is crucial for a business owner to be surrounded by the right team of people to help get the job done.

In this second part of a four-part series on selling a business without losing business, we consider which internal staff members may have an important role to play, what external advisers should be engaged to assist and when is the right time in the sale process to start assembling your crack commando unit.

Internal staff

Who and how many of a business's staff members may need to be involved in the sale process will be largely dependent on the scale and nature of the business. The owners and senior management will obviously have to take on most of the load, but additional help is likely to be needed from other parts of the business as and when negotiations progress or issues arise during the sale process. This may include:

  • the CFO or finance manager to talk to the buyer about the business's financial statements, performance, budgets and expenditure
  • the human resources manager in relation to employee and contractor arrangements
  • the head of IT if the business has significant expenditure and reliance on software and technology systems
  • representatives of individual offices, stores or warehouses for a business with multiple premises where relevant.

Having team members in key areas involved in the sale process will make it faster and easier to respond to queries from the buyer. It will also help minimise the workload and pressure on the business owner(s) or senior management during an already hectic time.

External advisers

Even an ownership and management team experienced in buying and selling businesses will need external support across a range of disciplines during a sale. The proposed sale structure and the nature of the business will impact the external assistance that will be required, but these may include:

  • accountants to help prepare the business's financial statements, respond to due diligence queries from the buyer and assist with the completion accounts
  • tax advisers to provide advice on the most tax-effective structure for the sale (this advice could come from one of your accountants, but in some instances a specialist tax adviser will be needed)
  • a corporate adviser to help prepare the business for sale, connect the seller with potential buyers and negotiate the sale with the preferred buyer
  • an insurance broker to provide advice on options for run-off cover to protect the sellers after the sale and possibly on warranty and indemnity insurance (which is becoming increasingly common in the Australian market)
  • lawyers to prepare and negotiate the documentation required to effect the sale and to guide sellers through the completion process.

Timing

Building a successful team is not just about choosing the right people for the job. Knowing when to bring each person into the tent can be just as important. Often this can be a difficult balancing act between having enough resources and support to get the deal done and trying to keep the deal confidential from the rest of your staff and your competitors.

Senior management will almost always need to be brought into the process early on and kept in the loop for the duration of the sale process. They will have direct knowledge (or at a minimum, oversight of the people that do have the knowledge) of the various moving pieces in the business that will have a material impact on the sale. Other staff members will generally only be brought up to speed on a need-to-know basis, such as when due diligence queries are raised on a specific area of the business (employees, IT systems, premises, etc.) – although in some instances it will be possible, and perhaps preferable, to obtain the required information from some people without flagging that a sale is on-foot.

The timing for engaging external advisers will differ from deal to deal, but as they will all be working together towards a successful sale it is important that everyone knows their specific role and knows who else will be involved early in the piece. This will give the advisers the chance to allocate sufficient resources to meet the timing expectations of the transaction and to spot any potential deal-breakers as early as possible.

On top of the day-to-day stresses of running a business, whatever limited spare time the owners and management have will be consumed by the sale negotiations and process. Having the support of the right people at the right time will be vital to a smooth and successful sale.


Read the original article

This publication does not deal with every important topic or change in law and is not intended to be relied upon as a substitute for legal or other advice that may be relevant to the reader's specific circumstances.