The Confidentiality Agreement
When considering selling their companies, many owners become paranoid regarding the issue of confidentiality. They don’t want anyone to know the company is for sale, but at the same time, they want the highest price possible in the shortest period of time. This means, of course, that the company must be presented to quite a few prospects to accomplish this. A business cannot be sold in a vacuum.
The following are some of the questions that a seller should expect a confidentiality agreement to cover:
- What type of information can and can not be disclosed?
- Are the negotiations open or secret?
- What is the time frame for which the agreement is binding? The seller should seek a permanently binding agreement.
- What is the patent right protection in the event the buyer, for example, learns about inventions when checking out the operation?
- Which state’s laws will apply to the agreement if the other party is based in a different state? Where will disputes be heard?
- What recourse do you have if the agreement is breached?
Obviously, executing an agreement does not mean a violation can’t occur, but it does mean that all the parties understand the severity of a breach and the importance, in this case, of confidentiality.
While no one can guarantee confidentiality, professional intermediaries are experienced in dealing with this issue. They are in a position to understand the extreme importance of confidentiality in business transactions as well as the devastating results of a breach in confidentiality. A professional intermediary will require all legitimate prospects to execute a confidentiality agreement.
A confidentiality agreement is a legally binding contract, enforceable in a court of law. It establishes “common ground” between the seller, who wants the agreement to be extensive, and the buyer, who wants as few restrictions as possible. It allows the seller to share confidential information with a prospective buyer or a business broker for evaluative purposes only. This means that the buyer or broker promises not to share the information with third parties. If a confidentiality agreement is broken, the injured party can claim a breach of contract and seek damages.
© Copyright 2015 Business Brokerage Press, Inc.
Photo Credit: pippalou via morgueFile
Read MoreYasmine Jandali is new GABB Secretary
Yasmine Jandali, owner and Managing Broker at Starwood Business Group, is the new secretary of the Georgia Association of Business Brokers. The GABB board unanimously elected Jandali to the office on May 26, replacing Marla Brown, who resigned the position.
Jandali is a friendly, professional and experienced business broker who puts clients at ease from day one. She has a track record of more than 10 years of successful transactions and highly satisfied clients. Jandali founded Starwood Business Group in order to provide a boutique brokerage firm for clients seeking personalized service and specialized attention.
As a certified Master Business Intermediary, she provides professional business intermediary services to both business sellers and buyers, including high-level business valuation services to business sellers. She has worked as a foreign exchange analyst at Wells Fargo, a marketing specialist at the Bank of America Corporation, vice president of Jandali Enterprises, Inc., and was managing broker and managing director of VR Business Brokers Mergers and Acquisitions.
She has a B.A. in Business Administration Marketing from the McColl School of Business at Queens University of Charlotte, and also studied management at The Belk College of Business at University of North Carolina at Charlotte.
Read MoreQuality Content Counts in Social Media Marketing
When it comes to social media, nobody has the silver bullet, social media expert David Camp, Senior Vice President of Business Development for Real Estate Digital, told the Georgia Association of Business Brokers this week. Getting to the ready, willing and able client online is not easy.
But in a 45-minute presentation on May 26, Camp gave the state’s top business brokers a snapshot of social media strategies that work, social medial reality, market relevance, automation and how business people can focus on where you can win.
GABB is the state’s only professional association for brokers and others who help business owners buy and sell businesses and franchises.
Hear Camp’s entire presentation.
Marketing That Works David Camp
Camp says he constantly hears from clients who complain that their rate of return, their ROI, hasn’t been great marketing online, but with traditional newsletters, postcards, and a referral network. But he cautions against depending on any one strategy.
Activity online is significant. Within a minute, 204 million emails are sent, 277,000 users log on, and 639 GB of global IP data is transferred.
“Individuals are going online, and that’s not going away,” Camp said. Businesses must decide upon a strategy to reach the individuals or the companies they want to do business with, and the best place to leverage any one of these opportunities. For real estate agents, that’s Facebook, but even there, a tactic must be developed to avoid annoying online marketing that bombards users with the property of the day.
Commercial agents should consider Linked In to connect with investors who are looking for commercial properties.
“Someone has to understand your business to leverage opportunities online,” Camp said. Sometimes if you try to do too much, you may become ineffective at what you truly need to accomplish.
Assess all opportunities against audiences you are trying to reach, and understand their needs. “The strategy to best reach that audience may be online, it may be newsletter, it may be referral network,” Camp said.
The internet and all of its things has become a form of entertainment. In 2005, there were 3-5 million visits to U.S. real estate sites monthly, with roughly 450-500,000 transactions per month. In 2015, there were 94 million visits to real estate sites, but the number of transactions hasn’t changed. Most visits are by people who are checking out what is selling, and are “not really individuals who are ready, willing and able buyers.”
Think out of the box. So, how do you find the needle in the haystack, the individual who is ready to do business with you? Surprisingly, Camp said that may not be an online initiative. For example, few people communicate by letter or handwritten note, so his company’s sales team got some nice printed letterhead and wrote to one target every month. They got more ROI from handwritten letters than we have on $1,000 on other marketing strategies. Camp said.
Businesses also should focus on local content and expertise, becoming the local subject or market authority. Search engines constantly modify their algorithms to return results that they believe have the highest relevance to the consumer searching.
To do that requires information integrity, presenting information that is updated and relevant. Most online information is dated. Camp recommended honing in on developing content that is updated and consistent to the needs of your audience. “Content that is old, stale, never read, is not of any value to you and not of any value to your audience,” he said.
Millenials check out online reviews and like personal referrals. They “want to see that you have positive reviews that reflect that you deliver a service and a product that they can depend upon.”
“What defines you as relevant? What defines you as the expert? What defines you as a trusted brand?
Avoid “template” content. If you write one article and that is unique, keep it unique. Google considers template content as not unique content, that’s going to hurt SEO. Hire college kids to write 12 articles about your business and post one a month, Camp suggested. Invest in unique content.
Camp advised GABB members to set up separate personal and business pages on social media sites. He also suggested businesses check Google Places and claim their business sites, or risk having a competitor claim your business name.
Read MoreEconomy to Bounce Back in Second Quarter
Georgia State’s Dhawan Expects Economy to Bounce Back in Second Quarter
ATLANTA – Real GDP grew at a paltry 0.2% for the first quarter of 2015, but Rajeev Dhawan of the Economic Forecasting Center at Georgia State University’s J. Mack Robinson College of Business doesn’t think the factors that drove this stagnation are here to stay. “After I read the GDP report, the word WOW escaped my lips,” Dhawan wrote in his Forecast of The Nation, released today. “WOW here stands for weather, oil and the world economy. The report showed clear damage from these three factors.”
Unusually cold weather in the Northeast drove nondurable goods consumption growth down to negative 0.3% (especially grocery purchases) in the first quarter. On the flip side, spending on utilities (heating) rose, but overall gasoline savings were socked away. Dhawan says that the weather factor is temporary, except for the Western drought, but the low oil price will start to creep up as U.S. fracking production declines. “We’ve almost reached the bottom, with oil rig counts having dropped sharply with only a little bit to go,” wrote Dhawan. “But prices will not reach the heights of $120 a barrel anytime soon. I expect oil to start creeping up to $70/barrel by year’s end and stay in that range for the coming year.”
The final contributing factor, the world economy, is facing problems on two fronts. First, China’s economy has failed to recover after a planned slowdown to curb inflation, affecting the emerging economies in particular because of supply chain connections. Second, the eurozone is encountering a strange situation of negative government bond yields due to repeated threats of Grexit (Greece leaving the eurozone) and the trillion dollar bond-buying program of the European Central Bank.
Overall, these issues showed up domestically by contributing to a 7.2% decline in exports. “The three components of WOW shaved off close to 2.5% of U.S. growth in the first quarter,” Dhawan said. He believes these negative effects can be offset as the country rebounds in the second quarter. “Weather is a temporary factor. As the seasons progress, it will soon reverse course and add to nondurable consumption. Most of the numerical damage to the GDP is now behind us.” Another side effect of the stagnant first quarter GDP result is the delay in a potential Federal Reserve interest rate hike.
“Oil, the global economy and investment should have stabilized by the end of October,” Dhawan wrote. “This means that December is the earliest the Fed can raise rates.”
Highlights from the Economic Forecasting Center’s National Report
- Following a gain of 2.4% in 2014, real GDP grew at a stagnant 0.2% in the first quarter of 2015. Growth of 3.3% is expected for the second quarter, bringing the overall rate to 2.5% for 2015. It will expand at a better rate of 2.8% in 2016 and grow 2.7% in 2017.
- Business investment will grow a weak 3.2% in 2015, recover to 5.8% in 2016 and 6.4% in 2017. Expect jobs to grow by a monthly rate of 254,000 in 2015, 240,000 in 2016 and 232,000 in 2016.
- Housing starts will average 1.107 million units in 2015, rise to 1.194 in 2016 and 1.253 in 2017. Expect auto sales of 16.8 million units in 2015, 16.9 in 2016 and 17.1 in 2017.
- The 10-year bond rate will average 2.1% in 2015, and should rise to 3.3% before the end of 2017.
Georgia Posting Good Job Numbers but Not the 90s Purchasing Power Punch
Despite an upward benchmark revision to the 2014 job addition number, 101,900 to 145,000, Georgia is adding jobs that don’t produce the consumers’ purchasing power of yore, according to Rajeev Dhawan of the Economic Forecasting Center at Georgia State University’s J. Mack Robinson College of Business.
“Georgia’s gain of 145,000 jobs in calendar year 2014 is impressive,” Dhawan said. “However, those 145,000 jobs being created aren’t giving the economy nearly as big of a bang for its buck as it did back in the 1990s when slightly fewer jobs, but with greater purchasing power, were created.” During those glory days of the 1990s, one-third of the jobs were high-paying, resulting in a tax revenue growth of 7.1%. Now, one-third of the jobs are in the low-paying category that resulted in a tax growth of only 5.5% in 2014. “These growth rates may be lower than the growth we’ve seen in previous expansion periods,” according to Dhawan. “However, they are still good and a welcome sign in this economic recovery.”
These positive signs are seen in one of the premier catalyst sectors. Local corporate firms made announcements that will enhance future purchasing power, including 900 jobs at Kaiser Permanente and Comcast’s addition of 1,000 jobs to fill their nine-story tower to be built near the new Braves stadium. Dhawan expects strong results from the information and technology sector due to a string of recent job announcements from Amazon Web Services, PureCars, Mobinteg, Cisco, Amtrak, Southern Company and Applied Systems. “This is good news to the future purchasing power potential because these jobs, after all, are high-paying,” Dhawan said.
Not all of the announcements to come from local companies have been on the positive side. In the manufacturing sector, Tyson Foods revealed plans to close their Buena Vista plant at the end of May and cut the third shift at their Dawson plant resulting in 260 job losses. Continuing headwinds from the global economy are dragging the manufacturing sector down including Tyson Foods, but domestic consumption has carried the transportation sector.
According to Dhawan, “Job creation in the transportation sector was the strongest since 1998 due to robust domestic spending.” Harsh winter weather in the northeast slowed hiring in the first quarter of 2015, but low fuel prices should allow the industry to hire in the coming quarters.
Construction workloads will remain heavy in the state. Many big projects are already on the dockets, like the Braves and Falcons stadiums and the Savannah port expansion. In addition, new announcements of hotels will combine with the building of new headquarters across the region which will keep construction jobs robust over the forecast period. The continuation of healthcare employment growth in the coming years will also boost state job totals, after benchmark revisions revealed the ‘missing’ healthcare jobs.
Overall, Dhawan expects stronger gains in catalyst sectors going forward with significant job growth in the sectors of business services, information and healthcare. The Georgia economy will add jobs in 2015 at a growth rate of 2.9%, with 27.8% coming from the premium category.
Highlights from the Economic Forecasting Center’s Report for Georgia and Atlanta
- Georgia’s job creation slowed to 1.8% for the first quarter of 2015. Expect a job growth rate of 2.9% in 2015, which moderates to 2.3% in 2016 and 2.2% in 2017.
- Nominal personal income will increase 4.7% in 2015, 5.2% in 2016 and 5.8% in 2017.
- Strong employment growth continued in Atlanta, growing by 2.9% in the first quarter of 2015. Expect a job growth rate of 3.4% in 2015, a strong 2.7% in 2016 and 2.6% in 2017.
- Atlanta’s housing permits increased 3.5% over the first quarter of 2015 compared to the same period in 2014. For the year of 2015, permitting activity will increase 6.4%. Permit activity will grow 11.5% in 2016 as multifamily permits return to positive growth and 6.1% in 2017.
Top Ten Mistakes Made By Sellers
- Neglecting the day-to-day running of their business with the reasoning that it will sell tomorrow.
- Starting off with too high a price with the assumption the price can always be reduced.
- Assuming that confidentiality is a given.
- Failing to plan ahead to sell / deciding to sell impulsively.
- Expecting that the buyers will only want to see last year’s P&L.
- Negotiating with only one buyer at a time and letting any other potential buyers wait their turn.
- Having to reduce the price because the sellers want to retire and are not willing to stay with the acquirer for any length of time.
- Not accepting that the structure of the deal is as important as the price.
- Trying to win every point of contention.
- Dragging out the deal and not accepting that time is of the essence.
© Copyright 2015 Business Brokerage Press, Inc.
Photo Credit: jppi via morgueFile
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