Deal Structure
v Have a Question? Add it to the bottom of this post! In any business acquisition, a deal structure must be formed to specify the financial terms, conditions, and process for successfully completing the transaction. The deal structure outlines a set of terms that...
Amortization of Goodwill
Goodwill is defined as an intangible asset that is created as the result of an acquisition of one company by another, at a premium price over its fair market value. The willingness of a buyer to pay a premium for a given business may be due to value built up over time...
What is an Earn Out Payment?
An Earn Out Payment is additional future compensation paid to the owner(s) of a business after it is sold. The terms and conditions that yield an earn out payment are contained in an Earn Out Agreement which is part of the Agreement of Sale. Typically, this payment is...
Data Room
A Data room may be a physical room or a virtual room and are used for a number of reasons – including data storage, document exchanges, financial transactions, file sharing, and legal transactions. Often, data rooms are used for the sale of a business or when raising...
Offering Memorandum Definition
An offering memorandum is a legal document that states the objectives, terms, and risks typically associated with private placements for public companies. However, an offering memorandum may also be used by buyers and sellers of private middle market businesses. This...
Buy-Side and Sell-Side
The investment banking market is made up of two sides – the buy-side, and the sell-side, both of which are responsible for researching and assessing stocks and other investments. The buy-side refers to advising institutions concerned with buying investment services....
Non-Solicitation Agreement
Non-Solicitation Agreements (NSAs) are made by two parties to protect one party from a potential loss of income or assets. This type of agreement is warranted and often made when one party is about to become aware of certain important relationships the other party...
Sandbagging Definition
Have a Question? Ask your question below and one of our Advisors will answer. The term sandbagging refers to an intentional lowering of expectations. Sandbagging can apply to anything from sports to business, and is the practice of intentionally deceiving others in...
3 Steps To Increase Your Business Selling Price
When a business owner begins to negotiate the sale of his or her business with buyers for the first time, he or she will inevitably face a difference between the buyer’s offer price and the desired selling price. It’s at this point when a lively debate between the parties will occur over the underlying reasons for the business’s asking price being what it is. At this time a seller will be well-served if able to offer justification for an increased business valuation and a higher business selling price.
What Does it Take to Exit Your Business – Is it Good Luck?
Perhaps you are one of those business owners who feels you have plenty of time to think about exiting your business. You consider yourself lucky, and whenever you feel it’s time to leave, you will be able to do so with ease.
Why it may not be so – This is not one of those articles about how long it takes to leave a business, or how hard and expensive it can be. Instead it’s about the false impression many business owners have of life after the business – all wine and roses (PS it’s not).
Liquidated Damages Provisions in the Sale of a Business
When things go wrong with the sale of a business the parties involved look for remedies in the liquidated damages provisions established in the purchase agreement. Such provisions are included when a purchase agreement has been signed in advance of an actual closing when the business is transferred and a purchase price is paid.
Escrow Agent in the Sale of a Business
When a business is about to be sold, the parties to the sale may find it beneficial to establish an escrow agent to handle the transfer of certain assets and cash between the buyer and seller. Many times the parties agree to use the escrow account held by one of the party’s business attorneys. However, in many cases the parties prefer to hire an independent escrow agent to handle the assets and cash that will change hands.
Important Agreements When You Sell Your Business
When working through a business sale, an inordinate number of resources on both sides of the table are dedicated to drafting and negotiating the Stock Purchase or Asset Purchase Agreement. This is true especially in the last one-to-two weeks before the closing. In fact, I’ve had clients remark that during their entire tenure as an entrepreneur, they never spent as much time speaking to their advisors as they did during the last week of their business ownership journey!
Selling A Business: Asset Acquisition vs. Stock Acquisition
So you’ve decided to sell your business, but what structure is right for the transaction? Buyers and sellers often prefer different structures due to various factors which change based on the structure and which have different impacts on the parties. Generally there are three (3) categories of factors that drive the eventual structure of a deal: (1) business issues, (2) assignments and consents, and (3) tax issues.
You Are NOT Your Spouse’s Retirement Project | Why CEOs Need to Personally Prepare for Retirement
Transition Planning for the platinum years shouldn’t be overlooked, or underrated. What will you do when you retire? It’s time to start answering these ever-asked questions.
Lehman Scale Formula — How it Works and How to Negotiate It
Business Brokers and M&A Intermediaries may use or reference the ‘Lehman Scale’ when discussing their compensation method with a business owner contemplating the sale of their business. The Lehman Scale was originally developed in the late 1960’s and used by the Lehman Brothers when raising business capital for their clients.
To Sell or Not to Sell Your Business
To sell or not to sell, that is the question many business owners ask themselves at least once during their tenure as business owners. Sometimes, the decision to sell is easy if the owner is ready to retire or has decided to pursue a new career or business opportunity. However, in many cases, business owners struggle with this critical decision. Fortunately there are several steps you can take to make an informed and stress-free decision on whether to sell your business now, later, or not at all. In all cases seek the advice of several third party professionals such as a Business Attorney, Certified Public Accountant (CPA), Business Appraiser and/or Broker, and a Financial Advisor as well as consultants in your industry.
Getting Fired by a Customer | Customer Service Policies
Today I fired LinkedIn. This might not jibe with the title you were expecting. To be technically accurate, I “merely” cancelled my “Premium” LinkedIn account and downgraded to a free “Basic” account. But I just stopped a recurring payment to LinkedIn, possibly forever. I consider a non-paying “member” not a customer, but maybe that’s semantics.
Should You Use a Letter of Intent (LOI)?
Term Sheets or Letters of Intent (LOIs) are commonly used in the buying or selling of businesses. The purpose of LOIs are to state clearly the principal terms that the parties have agreed to as part of the deal and to represent the intent of the parties to pursue the contemplated transaction.
