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Getting the Most out of a Partnership Agreement

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As an entrepreneur and business owner, your partnership agreement stands as one of the most important business documents you will sign. Business structures can be as complicated as the people that create those businesses. Quite often, business owners create businesses with friends or loved ones and, as a result, will not have a proper partnership agreement in place. 

It’s important to note that not having a partnership agreement in place is a mistake. There are too many unknowns and too many variables not to have this essential document. You need a legal framework to protect your business from the vast array of potential pitfalls that may have an impact. 

The Key Elements of a Solid Partnership Agreement

At the top of the list of every partnership agreement is a clear outline and understanding of rights and responsibilities. All too often partnerships run into trouble as the rights and responsibilities of the parties aren’t clearly thought through and then outlined in a partnership agreement. 

Mapping out rights and responsibilities will help eliminate problems in the future. A partnership agreement should be seen as a serious legal document. As such, it is prudent to work with an experienced lawyer in the area of partnership agreements.

What Every Partnership Agreement Should Address

At the top of the list, every partnership agreement should address how money is to be distributed and which partner(s) will receive a draw. The issue of who will contribute funds so that the business becomes operational should be very plainly spelled out in the partnership agreement. A failure to address this issue could end the business before it even gets off the ground. 

Issues such as what percentage each partner will receive and who will be in charge are two additional key areas that should never be overlooked. In terms of issues that are frequently overlooked by those forming a partnership, it is common for those forming a partnership to overlook long-term issues such as what is to happen in the event of the death of a partner, what steps are to be taken to bring in a new partner, and how business decisions are made.

Without a solid partnership agreement in place, business owners may find themselves in the last place they want to be, namely, court. A lengthy court battle can weaken your business in a very wide range of ways including a hit to company morale as well as the loss of key customers and employees. A legal battle between business partners can destroy what would otherwise be a healthy and thriving business. 

The time you invest in the creation of a business agreement is time and money well spent. In fact, it is safe to state that a business agreement might just turn out to be one of the greatest investments you ever make.

Copyright: Business Brokerage Press, Inc.

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The Tremendous Importance of Maintaining Confidentiality When Selling Any Business

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When the time comes to sell a business, any business, confidentiality must be placed at the top of the list. One of the quickest ways to damage any business that is for sale is for confidentiality to be breached. Once confidentiality is breached it can be difficult, or even impossible, to contain or repair the damage. No business in any industry is exempt from this rule.

It is no accident that savvy and experienced entrepreneurs, business owners, attorneys, accountants and business brokers are dedicated to maintaining seller confidentiality. A single breach of confidentiality can potentially destroy a business or, at the very least, negatively impact its value. A breach of confidentiality, even if it doesn’t destroy a business, can tarnish its reputation and ultimately deflate its value. 

When it becomes public that a business is for sale, there are many potential negative ramifications. Key employees, customers and suppliers may all think that it is time to begin looking elsewhere. The loss of even one key employee, customer or supplier could have significant ramifications for your business. Employees may worry about the stability of their position and begin looking for employment elsewhere. Worst of all, employees may take their knowledge and expertise to a competitor and, in the process, weaken your business. 

Employees in management positions may leave and, in the process, create a massive hole in your organization that will be difficult to fill, especially in a timely manner. Key customers and suppliers, worried about disruptions, may take their business elsewhere. All of these variables can combine to negatively impact your bottom line and potentially decrease the value of your business overnight. 

As if all of this wasn’t bad enough, there is the very real problem of the competition. If the competition discovers that your business is for sale, they may share this information with your key suppliers and customers. Your competitors may become very aggressive in their quest to steal your customers and take advantage of the situation.

A breach of confidentiality can severely hamper your ability to sell your business. Business brokers and M&A advisors are experts at maintaining confidentiality through all stages of the sales process. We do more than simply have prospective buyers sign confidentiality agreements. Experienced business brokerage professionals will vet potential buyers to ensure that they are not just window shopping or gathering information, but are instead, truly serious about buying your business. 

Working on your behalf to ensure that a prospective buyer is a serious buyer is one of the best ways that we can protect confidentiality. The process of selling a business is a complex one, and at its foundation is taking steps to maintain confidentiality.

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3 Tips for Mapping out An Easy Retirement Transition

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Business owners are usually too busy running their business to deal with the fact that retirement will arrive one day. Ultimately, every business owner walks away from their business. The sooner you start preparing for that day, the better off you’ll be.

Whether it is an established location, relationships with customers and suppliers, or an understanding of a given industry, an established business has much to offer. Prospective buyers also know the benefits of buying a business with a track record.

Simply stated, no one is a greater expert on your business than you. That means you are positioned to evaluate your business and help map out a plan so that there is a smooth transition from buyer to seller. Let’s take a look at some tips for getting the best price on your deal and making that transition a little easier.

1. Have a Second-in-Command

This first tip is one that shouldn’t be overlooked. Develop and have a competent, dependable, and proven second in command. Any prospective buyer evaluating your business will feel much more confident with the idea of taking over if they know there is a responsible and experienced professional waiting in the wings to support the transition and beyond.

Buying a new business can be an intimidating prospect, especially if the buyer has never owned a business before. Acquiring a business with a competent second in command in place will serve to ease a prospective buyer’s many apprehensions while boosting their confidence that their plan to buy and operate your business will be successful.

2. Streamline Operations

A second key tip for business owners looking for ways to ensure an easy transition is to streamline operations. A lot goes into operating a successful business and the more you can streamline that process, the more attractive your business will be to any prospective buyer. This could be everything from creating operations manuals to improving training for staff members.

3. Be Transparent Wherever and Whenever Possible

Everybody wants to be loved…but when it comes to business it’s best as a business owner for your employees, customers and vendors to be more in love with your business than you.  Communicating with key employees, customers and vendors early on in the process can help ensure a smooth transition.  Deciding how and when to have these communications can be tricky however, and seeking outside counsel may be your best course of action in this regard.

Any prospective buyer who is considering buying a business will feel much more comfortable after learning that key employees, customers and vendors will all be motivated and ready to work with the new owner. One of the top fears of any prospective buyer is that they will buy the business only to see critical team members quit, key customers take their business elsewhere, or have to deal with supply disruptions. No one expects you to work forever so, the earlier transparent communications can take place about “one day…â€, the easier the ultimate reality of a transition will be.

Finally, any business owner considering selling their business should explore working with a business broker or M&A advisor. Business brokers understand what it takes to ease the diverse fears that buyers have when it comes to buying a business. A business broker or M&A advisor’s expertise and knowledge base can prove invaluable for helping business owners chart the best path forward and get their businesses sold.

Copyright: Business Brokerage Press, Inc.

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What is the Best Time to Sell Your Company?

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The old saying that “timing is everything,†usually applies to selling one’s business. Ultimately, every business owner will have to exit their business, and the sooner one prepares to sell, the better the final results will be. 

With each passing year, more and more baby boomers are reaching retirement age. In many cases, this means that they have no choice but to sell their businesses. The time is now upon us where a simply massive number of businesses will be put up for sale. 

Statistics and studies back up this claim. Studies show that people born between 1946 and 1964 make up 40% of small business owners, and about 10,000 baby boomers retire every single day. 1 Business owners who get out in front of this pending avalanche stand to benefit considerably.

There are many other good reasons to sell. Many business owners find that general burnout, and especially the burnout associated with operating a business during the pandemic, is prompting them to think about selling. Burnout isn’t just unpleasant for a business owner, but it can also be dangerous for the well-being and longevity of the business itself. An owner experiencing burnout is an owner who is unlikely to make the best decisions and seize on new opportunities. The results of burnout can be staggering and range from a loss of customers to getting caught off guard by new and existing competitors. In the end, burnout can dramatically decrease the value of a business or even destroy it.

The economy is bouncing back from the pandemic, and that can mean that right now is a great time to sell. If the covid pandemic reinforced any truism, it reminded us that the world and regional and global economies can change in a heartbeat. There are many complex variables on the table. 

Simply stated, we are in a period of uncertainty, and that makes predicting the future of the marketplace harder than in recent decades. These facts, combined with the current strong economy, point towards now potentially being a good time to sell your business.

Most business owners have never sold a business before, but instead, they have spent a sizable chunk of their professional careers building up their business. As a result, most business owners don’t know what it takes to successfully sell a business. Working with a proven business broker, one with years of experience, is a smart way to evaluate your current situation and determine if now is the right time to sell your business.

Copyright: Business Brokerage Press, Inc.

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[1] https://www.forbes.com/sites/markhall/2022/01/25/unsexy-but-thriving-businesses-the-hidden-opportunity-gifted-to-us-by-baby-boomers/?sh=338393134620

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Why is Employee Satisfaction So Important?

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Your employees are the heart and soul of your business. Therefore, if you want a thriving business, you need to put their satisfaction at the top of your list. After all, if your employees are not happy, this level of negativity will eventually spread to your customers and clients. Before you know it, you may see your level of profits and success decrease. Any time you spend thinking about positive changes in your workplace will be well worth your time and energy. 

Hiring Processes

Be sure to pay careful attention to your hiring processes and the ways that you evaluate candidates. When you hire a new employee, this is the start of a relationship that will ultimately impact your business in a wide variety of ways. It’s worth the time to make the job attractive and be as accurate as possible when it comes to your job descriptions. Make sure that anyone at your company who is involved in the interview or selection process is professional and thoroughly coached on best hiring practices.  

Steps to Ensure Employee Satisfaction

Once your employees are on board, it’s a good idea to take active steps to ensure that they are positive about their jobs. Oftentimes, business owners make the mistake of assuming that their employees will naturally be dedicated to their jobs and the tasks at hand. Unfortunately, this is not always the case. Therefore, you must take steps to ensure that your staff members feel motivated. 

Here are some ideas:

  • Offer competitive compensation 
  • Offer benefits
  • Show appreciation for employee contributions
  • Offer rewards such as praise and bonuses
  • Offer days off for holidays, birthdays, and vacations
  • Be respectful of all employees
  • Ask staff members for their feedback and implement changes
  • Provide opportunities for career development 
  • Help build relationships among staff members

When your employees are not happy, their stress and negativity will undoubtedly rub off on your customers. Further, their unhappiness will be more likely to make them miss days or work, whether it’s due to illness caused by stress or just the fact that they are unmotivated. Further, satisfied employees will be more likely to be productive and stay with your business for a long time. 

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What Serious Buyers Look For

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Obviously, serious buyers want to carefully look at the financials of a company under consideration and all of the other major aspects of the company. However, there are a few other areas that the serious buyer will investigate that sellers may overlook.

The Industry – The buyer will want to take a serious look at the industry itself, the customers, the suppliers, the competition, etc. This investigation will cover the strengths, weaknesses, threats from competition, and opportunities of the potential acquisition. With the growth of the “big box†retailers, much power has shifted from the manufacturer to the retailer. A manufacturer may want to increase prices, but if Wal-Mart says no, it’s a very powerful no.

Discretionary Costs – Some sellers will reduce their expenses in discretionary areas such as advertising, public relations, research and development, thus making for a higher bottom line. However, these cuts will hurt the future bottom line, and smart buyers will take notice of this.

Obsolete Inventory – This is another area that buyers take a serious look at and that can impact the purchase price. No one wants to pay for inventory that is unusable, antiquated or unsalable.

Wages and Salaries – A company may be paying minimum wages, or offering few or low-cost benefits, a limited retirement program, etc. These cost-saving devices will make the bottom line look good, but employee turnover may create expensive problems later on. If the target company is to be absorbed by another, compensation issues could be critical.

Capital Expenditures – The serious buyer will take a very close look at machinery and equipment to make sure they are up to date and on par with, or superior to, that of the competition. Replacing outdated equipment can modify projections and may affect an offering price.

Cash Flow – Serious buyers will take a long look at the cash flow statements and the areas that affect them. The buyer wants to know that the business will continue to generate positive cash flow after the acquisition (i.e.: after servicing the debt and after paying a reasonable salary to the owner or general manager).

Other areas that sellers overlook, but that the serious buyer does not are: internal controls/systems, financial agreements with lenders, governmental controls, anti-trust issues, legal matters and environmental concerns.

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The Benefits of an Advisory Council

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Experts recommend considering adding an advisory council to your business. This informal board would provide strategic advice on business management related issues. An advisory council would be in place to provide advice to your business, but unlike a board of directors, they will not actually make the key decisions. Further, while a board of directors often has equity in the business, an advisory council does not. Of course, an advisory council is not right for every business. You will typically see them in businesses that are making between 3 and 25 million. 

Consider Your Strengths and Weaknesses

There are many fundamental needs of a business and most entrepreneurs are good at one or two, but cannot excel in every area. The advisory council, as well as other outside experts, can be a great way to fill in the gaps in an entrepreneur’s abilities. 

Beyond understanding the strengths and weaknesses of a company, it is also important for an advisory council to understand the goals of the business and create a business strategy. Understanding the lifetime goals of the entrepreneur, what they want to accomplish, and the work necessary to reach those goals, are all of vital importance.

Time Commitments Involved

In terms of the time commitment involved, experts say that the best approach is to limit the number of advisory council meetings to 12 per year, with 3 quarterly meetings onsite with each meeting lasting approximately 3 to 4 hours. Additionally, you may want to consider 1 lunch meeting per year and sporadic Zoom meetings. 

Implementing Recommendations 

Having an advisory council and implementing their recommendations are, of course, two different things. It is important that any plans also have reasonable time frames as well as a facilitator that can serve to motivate staff.  

An advisory council can be extremely valuable in that they provide a new perspective on the business. While there is no doubt that creating and maintaining an advisory council may be a lot of work, there are ample potential benefits to consider. Additionally, the process of creating an advisory council and implementing their recommendations can dramatically increase the value and salability of your business. 

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Cultivating Your Brand Strategy

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Your brand is a customer’s perception about your business. It determines how they feel about the services and product that you offer. A consistent brand message over time will shape what clients and customers think about you and what you stand for. As a business owner, you need to be able to answer the following important question: why should customers care about you?

Every business owner has to think about the art of branding in order to build a stronger and more robust organization. This should incorporate the art of storytelling and the science of strategy in order to build a dynamic and memorable brand. 

Relationships with Your Clients

In creating a brand, it is vital to remember that brand creation ultimately takes place in the mind of the consumer. Each individual consumer will create their own version of the brand based on his or her perception. 

At the core of the entire process is building trust. The goal, both in the short-term and the long-term, is for customers to feel safe enough that they are confident in you and the products and services that you offer. Central to building that trust is demonstrating, in a clear and coherent fashion, what you are going to deliver and how you are going to deliver it.  

Learning from Branding Gurus

Seth Godin wrote, “Brand is the set of expectations, memories, stories, and relationships that, taken together, account for a consumer’s decision to choose one product or service over another.†With this in mind, you must ask yourself what you are doing to successfully cultivate and promote your brand in the marketplace.

Marty Neumeier is considered by many to be the father of modern branding. Neumeier stated that branding is centered on managing relationships between a company and people over many channels.

Allie Weaver, Co-Founder and Creative Director at Allie Weaver Productions, noted that branding is, “The act of giving people a reason to care about your business and a place to belong.â€Â 

Author Bernadette Jiwa pointed out that great companies all have something in common. Great companies win by mattering. The people who build great companies know what they stand for, and then act on those beliefs in a consistent fashion. Think for a moment about two great companies, Apple and Nike, that have been highly successful in the utilization of modern branding.

Following Your Compass

Building a great brand starts with you. You must understand your vision and be able to answer the question, “Why Me?†Think about why your company exists and matters. How are you working towards keeping a consistent brand promise? In the end, your brand needs to be your compass. If you can understand why customers should choose your business, you’ll be well on your way to utilizing modern branding in a powerful and effective way.

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An Overview of Term Sheets

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If you’re planning on a business agreement to buy or sell a business, you’ll want to know about term sheets. These non-binding agreements will help with progress for both parties. The information covered in the term sheet should include everything from pricing and terms to special considerations. You can expect it to be between one and five pages in length. 

What is the Difference Between a Term Sheet and a Contract?

When a term sheet is created, it demonstrates that there is an agreement between the buyer and seller and a business transaction is possible. However, neither party is bound to this transaction. On the other hand, a contract is typically a legally binding agreement that would hold up in a court of law. 

What are the Pros and Cons of a Term Sheet

While it can be beneficial that a term sheet is non-binding when buyers and sellers are exploring the terms of a deal, it’s also important to know that a term sheet can come with risks. Due to the fact that it covers many details about the potential deal, it can instigate either the buyer or seller pulling out of the deal if they are unsatisfied with the contents of the document.  

On the positive side, a term sheet can serve to greatly expedite negotiations and help things progress faster. Further, it can save time by making sure that the conditions of the deal are understood and accepted before formal documents are drawn up. It can play a huge role in clarifying objectives and circumventing misunderstandings that could ultimately end a deal at a later stage. 

Putting Term Sheets to Work on Your Behalf

One of your goals with your term sheet should be to create a situation that is beneficial for all parties. When a verbal agreement between a buyer and seller is put down on paper it can help a deal begin to take form and actualize in the near future. In the end, a term sheet can help a deal move along and ultimately be successful. It’s the perfect first step towards a completed deal. 

If you have questions about how a term sheet fits into your overall plan to buy or sell a business, this is a question that can be addressed with your business broker, M&A advisor, or attorney. 

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Is Your Deal Really Going to be Successful?

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If you’re selling your business and things are looking positive with your buyer, you might be tempted to start resting easy. If you have a signed letter of intent, you might be even more tempted to think that things are pretty settled. However, the fact of the matter is that much can be uncovered during the due diligence process, and that is often when deals start to fall apart. Due diligence is an essential step that protects buyers, and sellers should be well-prepared to have things in good shape far in advance. Let’s take a closer look at some areas where a deal can potentially go awry. 

Products and Equipment 

When the sale involves a business that handles manufacturing, equipment is carefully evaluated during due diligence. Buyers will be thinking about any potential environmental issues that could affect the business. If you’re selling a business and have loose ends with your equipment or facility, this should be handled in advance if possible. 

Buyers will also be looking at the various product lines and inventory. They will be considering how the sales are spread among the product lines. For example, if one product makes up the majority of sales, that can raise red flags in the mind of a buyer. They will also think about supplies and how likely they are to be stable once the business switches hands. 

Buyers will want to look at breakdowns of customers so they can consider the company’s market share and also where the sales are coming from. Similarly, to only having one product, if a business only has one or two key buyers, that can be a source of concern for buyers. 

Intangible Assets

When you are selling a business, your buyers will also be thinking about the assets like intellectual property. Will all trademarks, patents and copyrights be transferred during the sale? If not, it can be a big source of concern for buyers. 

Buyers will also consider the state of the human resources department. Sellers should be aware that buyers will be typically looking for established staff members who are unlikely to leave. This is another area where sellers have the opportunity to prepare in advance to achieve optimal results. 

Sales Issues

Your prospective buyer will want to carefully examine accounts receivable. So if you have bad debt, you might want to sort out these kinds of issues before the due diligence phase. They will also want to have a firm understanding of everything that is included in the sale. Oftentimes during due diligence, a buyer finds out that equipment or patents are not included with the sale, and it quickly derails the deal. 

If you’re selling a business, you’ll want to put yourself in the buyer’s shoes and consider what you would want to see if you were buying a business. Anything that you can do in advance to improve your workforce, equipment, premises, and financial records is highly recommended.  The goal is to have a smooth transition for the buyer, and anything that could stand in the way of that taking place should be analyzed and improved if possible. When you work with a business broker or M&A advisor to sell your business, you will have an expert in your corner to help sort out the details.

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