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Before getting into the due diligence process and other key components of entering a purchase agreement, the buyer will typically provide you with a term sheet or letter of intent (LOI). In this document, the buyer will express his or her interest in entering the transaction and will outline the legal and commercial terms, including the price and structure of the purchase. A term sheet or LOI can guide the purchase process by focusing negotiations on the key terms and identifying deal breakers.

Albert Einstein is quoted, “I used to go away for weeks in a state of confusion”, and for those of us who have successfully managed and led carve-out deals – that state of confusion is the biggest challenge to overcome.  Time is precious, and a couple of weeks of confusion leads to delays and costs with technology service agreements, operations efficiencies, marketing and branding strategies, HR policies and packages, finance reporting and banking covenants – so it is best to get those states of confusion out of the way prior to Day 1.

Anyone interested in giving back some of the money from the sale of your company?  No?

Money has been exchanged. The business has been acquired. The transaction is complete. Golf and sailboats galore.  Any issues and losses arising after this point fall onto the buyer.

How do we successfully integrate with another company whose values, culture, management approaches, and operating practices are different from ours? What factors are more likely to affect long-term merger success than financial ones?

For business owners, the only time they will get the biggest payday of their life is when they cash out the business they have built. But only if they are ready. Ideally, an exit strategy was established in the business plan from day one. If the business was not launched with an eventual exit in mind, too many entrepreneurs are just buying themselves a job. “Given the costs, stresses and risks involved in most businesses, that is a strange way to keep oneself employed,” says Paul Banister, Director of Tax for Grant Thornton Australia.

Estate taxes often come up when talking with business owners and other clients as they think about retirement and leaving the business. The sale of the business translates the owners’ biggest asset into cash. The dollars can be considerable and it follows that the taxes on the sale, and ultimately their estate, can likewise be substantial. Concerns about taxes are valid.

Congratulations—your M&A transaction went off without a hitch, and you’re now the proud owner of a specialty chemical manufacturer. Included with your purchase are any inherited environmental liabilities of your new portfolio company—contaminated soil or groundwater on the property, underground storage tanks, or chemical releases, for example.

Phase I Environmental Site Assessments (ESAs) are often used as a means to consider environmental liability prior to acquisition of real property. The main purpose, and in many cases the ONLY purpose for a “simple” Phase I, is to qualify the purchaser for the innocent landowner defense provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980.

I work with many different types of family businesses and family dynamics in this line of work. One specific client has been on my mind this week, wondering whether they’ve gotten traction on a key recommendation we provided. This family business is not so unusual. There are multiple generations involved in the business. The patriarch is in his 80’s.

Repeatedly we talk with private business owners confronted with an unexpected offer to sell their business… let’s call these “unsolicited offers”. Many times, they haven’t really thought about a succession or exit plan nor have they prepared for a deal if they so desired.  Usually the owner of the company or one of their advisors (i.e. attorney or accountant) reaches-out to us for assistance.