The sale of a privately held company or family owned business typically progresses through the following seven stages: evaluation, marketing, information provision, negotiation, due diligence, document preparation, and administrative succession activity. IBA’s standard business representation package for its clients covers all these activities for a fixed percentage of the sale price of the business. This type of representation is generally preferred by our clients because the time, energy, and resources spent on the transaction by IBA are provided without cost until the transaction is completed.
However, scenarios exist where it is more cost effective for an individual or company to hire IBA on an hourly or project priced basis to assist them with one or more of the typical transaction steps. The following are examples of past consulting projects completed by IBA for each of the seven stages of the sale process:
Completing an oral or written “fair market” business value evaluation of a privately held company or family owned business is a frequent consulting activity for our firm. We have performed this activity in the past for buyers considering the purchase of companies for sale by owner or represented by an accountant, attorney, or different mergers & acquisitions firm or business brokerage; business partners or spouses wishing to determine the approximate “fair market” value of the company for purposes of divorce, insurance or internal sale; and for estates desiring to place a value on the business asset for planning purposes or determining an equitable division of assets among heirs. We have completed business evaluations for companies located in the Pacific Northwest, states outside of our primary service area, and international locations.
It should be noted that we are not certified business appraisers. Our evaluations are based on market knowledge and transactional experience gained through the completion of over 4200 transactions involving privately held companies and family owned businesses. If your project requires a certified business appraiser please contact us and we can refer one.
IBA’s consulting activities related to the marketing stage of the business sale process generally take one of two forms. The first form involves an owner of a business attempting to sell their company on their own. In this consulting project, we will help the owner develop presentation materials and a marketing strategy for the sale of their company and act as an adviser in the implementation of that program. The second type of marketing consultation involves a buyer who is seeking to purchase a specific company or type of business. If placed on retainer by this individual or company, we will in a confidential manner contact the subject company or companies to determine if an acquisition is possible. If yes, IBA will generally assist the buyer with the evaluation of the business and negotiations.
The exchange of confidential information between the seller and buyer is an important step to any business sale transaction. Knowing what information to release, what form to release it in, and how to insure that the information is held in strict confidence is one of the important roles IBA plays as the facilitator of a transaction. In the past, clients have hired IBA on a consulting basis to facilitate and supervise this important stage of the business sale process.
IBA professionals are regularly hired on a consulting basis to facilitate negotiations related to the purchase and sale of privately held companies and family owned businesses for the following four reasons:
1. We are ethical intermediaries.
2. Our market knowledge and transactional experience provide valuable benchmarks and information for the buyer and seller in the negotiations.
3. We are exceptional problem solvers with conventional and unconventional negotiating solutions for almost any transactional situation.
4. We are a disinterested third party who will keep the complete landscape of the transaction in perspective when negotiations are focused on specific issues.
In the past, we have successfully negotiated the purchase and sale of privately held companies and family owned businesses between business partners, family members, employees and owners, competitors, synergistic partners, and unrelated parties on a consulting basis.
IBA does not conduct due diligence for buyers on companies on a consulting basis. It is our recommendation that you hire an accounting professional for that activity. If you do not have an accountant with experience in this area please contact us and we will provide you with the names of some individuals to interview.
Our consulting services in this area generally involves the facilitation of due diligence for business owners between their transaction team and the buyer’s transaction team. The benefit of this service is that it provides third party supervision and documentation of due diligence activity, in addition to, monitoring that progress is being made on a reasonable time schedule.
The legal documents associated with a business sale transaction should be prepared and/or reviewed by separate business attorneys for both the buyer and seller. This documentation will affect your rights and should be understood completely prior to signature. If you do not have an attorney with business transaction experience please contact us and we will provide you with the names of some individuals to interview.
Our consulting services in this area generally involve the review of legal documents to determine based on our business & transactional experience whether they are “fair and reasonable”, if any previously negotiated transactional elements have been changed or deleted, or if any typical or standard elements have not been included.
Administrative Succession Activity
The administrative activities required to end one period of ownership and start another are numerous. They range from issues related to business licenses and tax identification numbers to establishing and closing banking and merchant service accounts to transferring responsibility for utilities and public services. It is possible for a seller and buyer to address these issues in a systematic and timely manner on their own without assistance; however, on occasion our firm has been asked to consult with the parties to make sure that all relevant operational accounts are transferred into the name of the acquiring party.