education | Georgia Association Of Business Brokers

by Diane LoupeJune 28, 2019 education, litigation, Small Business, Technology for Small Businesses, testimonials, Uncategorized0 comments

Business Buying Scams to Avoid

By Linda Collett, J.D., GABB Affiliate

If a potential client comes to you with something that sounds fishy or too good to be true, trust your gut. Here are some red flags:

1. They want you to hold money in your escrow account (usually a large dollar amount so the deal is attractive). The risk is that the deal or client requires you to transfer some or all of the money out of your account before you bank has time to verify the funds are legit and can cover the transfer. This actually happened to a Georgia attorney awhile back and it was in the AJC. Talk about bad publicity for the attorney who got suckered; he was very embarrassed.

2. The transaction involves an overseas or out-of-state company wanting to do a deal with either an individual or a business in located Georgia, and they need a Georgia attorney or other professional to represent them.

3. They don’t tell you who the business is that they represent or want you to represent, but they do give lots of details about the transaction including attaching documents. Those details are to make it sound legit. There could be a legitimate reason not to disclose the parties until you sign a non-disclosure agreement or, in the case of an attorney, you officially represent your client and have attorney-client confidentiality, but it’s a signal to dig deeper before agreeing to anything.

4. If they do give you a company name, the company can’t be found online. Or, in one instance that happened to me, the Georgia company was real, but when I contacted it to verify the deal, they were not aware of it. They were quite alarmed that their company name was being used to potentially commit fraud. I think they reported it to the police.

5. The deal sounds too good to be true, either in terms of the dollar amounts involved (possible big legal fee) or that they’ve done the bulk of the work already. I’m not aware of all the possible risks of that situation but #1 above is one way the attorney or whomever is using their escrow fund can be defrauded. Turns out many attorneys got the same email as the attorney in #1 above but the guy in the article was the only one who admitted to taking the bait and losing a lot of money — into five figures.

6. The inquiry comes by email and the person can’t meet in person for some reason— i.e. they’re located out-of-town usually. Again, could be legit but it’s a flag to look deeper.

7. You can tell by the email that English is not their first language. Now, there are plenty of legitimate businesspersons who don’t speak English as a first language. But this, coupled with other suspicions, can signal a scammer.

8. They try to use legal sounding words, but in my recent situation that backfired because what he wrote made no sense and was a clue that it possibly wasn’t legit.

9. The length of the email can be short or long but it always involves some kind of exchange of money—some that I’ve seen include buying a big piece of equipment, collecting a bad debt, buying a business, you get the picture.

10. If you ask a question or seem like you might be interested then later say ‘no’ they get really pushy.

If you do find that you are the victim of a scam artist, you should contact a white collar criminal law attorney as soon as possible to determine your options.

Linda is the founder of The Collett Law Firm and uses a collaborative approach to help clients make business decisions within their level of risk tolerance. Her well-written, plain English contracts give her clients peace of mind by minimizing potential disputes and misunderstandings with their clients, vendors, contractors, employees, and business partners.

by Diane LoupeJune 27, 2019 blog, education, GABB Listing Tools, GABB Meetings, Uncategorized0 comments

GABB To Unveil New Website at July 30 Meeting

Join the Georgia Association of Business Brokers at our July 30 meeting to view the group’s new website.

Some of the highlights of the new design will be:

Private chat area for member brokers to ask questions and confidentially share information.
A new and improved broker search tool that will enable visitors to search for member brokers by radius, specialty, and other filters.
GABB members will be posting our listings to our own webpage, this will give us the ability to post more photos and info about our listings, it will also help with our longer-term goal of improving the SEO of our website among other benefits. We are working on methods to share those listings to BizBuySell and other websites.
Visitors to our site will be able to find what they are looking for faster.
The new design will be less labor intensive for GABB’s administrator and for each member to manage profiles and listings.
Sponsors and affiliates will have better visibility in the new design.

Members will be able to view the proposed new website and ask questions of the website developer, Ron West, of Business Brokerage Press, who also hosts the GABB website. Ron will join us remotely.

Business Brokerage Press is the publisher of the text for Business Broker University Training, The Complete Guide To Business Brokerage and the industry standard guidebook for valuing businesses, the annual Business Reference Guide. BBP, through Ron’s knowledge and leadership in technology, also hosts and consults with many business broker Websites and IBBA Affiliate Websites through the DealStudio brand.

The GABB will meet at the Georgia Association of Realtors at 6065 Barfield Road, Sandy Springs, GA, 30328. The meeting will start at 10:30 a.m. preceded at 9:45 a.m. by a networking breakfast. The GAR headquarters building is a two-story building located in Sandy Springs near the intersection of Hammond Drive and Barfield Road.

The GABB is the state’s largest and oldest association of professionals who specialize in brokering the purchase and sale of businesses and franchises. Broker members help owners determine the asking price of their business, create marketing plans and strategies for selling their business, identify and qualify buyers, and have the knowledge, experience and skills needed to help maintain the confidential nature of the process. Affiliate members include bankers, lawyers, appraisers, insurers and other professionals who work closely with brokers to help owners and buyers get to the closing table.

For more information about GABB, please contact GABB President Dean Burnette at 912-247-3209 or dean@b3brokers.com, or GABB Executive Director Diane Loupe at diane@gabb.org or 404-374-3990.

by Diane LoupeMarch 25, 2019 education, litigation, Member benefits0 comments

GABB Spring Conference: Learn How to be a Better Business Broker

Do you want to learn more about Business Brokerage?

The Georgia Association of Business Brokers is offering a Spring Conference that will cover the basics of business brokerage including

Reading a Profit & Loss statement to help determine business value
Components of a Balance Sheet
Qualifying Buyers
Finding Seller’s Discretionary Earnings
Basic Legal Issues in Business Brokerage
Avoiding Legal Pitfalls

The Spring Conference will be held on April 30^th at the Georgia Realtors Building at 6065 Barfield Rd. from 9 a.m. – 4:30 p.m. at the Georgia Association of Realtors Conference Center. The cost will be $125, but GABB members can register for $75 if they register by April 15. If you want to just take half a day of classes, that’s $75. Scroll to the bottom of the page to register.

Breakfast and lunch are included. Patrick Norris, Esq., of Norris Legal Atlanta Law Group, LLC will provide lunch, and Kim Eells and Susan Kite of Renasant Bank are providing breakfast.

The morning session will cover some basic business brokering skills, while the afternoon session will tackle legal issues. Attendees may register for the entire conference, or just the morning or afternoon session. The classes are offered through the Georgia Association of REALTORS school #271 and have been approved for six hours of continuing education credit towards renewing your Georgia real estate license.

AM: An Introduction to Business Brokerage: Business Profitability and Qualifying Buyers: (70542) Real Estate CE / 3 credits

Greg DeFoor, former GABB president and 2018 GABB Board member

DESCRIPTION: The student will be able to identify, understand and complete basic documents used to determine the potential sales value of a business, will learn how to identify key elements of a profit and loss statement, calculate a business’s profitability and value using the business’s tax returns, and determine a business’ discretionary earnings. At the conclusion of the session, attendees will be able to determine the profitability of a business and if a buyer can qualify to purchase it. 9 a.m.-12:30 p.m.

How to Read a P&L statement and Balance Sheet: Former GABB President Greg Defoor, Founder DeFoor Business Services, Inc.

OBJECTIVE: Upon completion of this segment of the class, students will be able to identify important features of profit and loss statements and balance sheets, and demonstrate how to determine the ways balance sheet items affect cash in the bank.

Ryan Stoll, SBA lender, Cadence Bank

Determining Real Estate Loan Structure using Business Tax Returns: Ryan Stoll, SBA Banker at Cadence Bank

Objective: Upon completion of this segment, students will be able to determine whether a buyer can qualify or not to purchase a business based on their tax returns, as well as determine the profitability of a business and its value. Students will be able to use a tax return to determine CADA.

Dan Browning, JD, MAFF, ABAR, DB Consulting, Inc.

Discretionary Earnings and Business Valuation: Dan Browning

OBJECTIVE: Upon completion of this section of the class, the student will be able to demonstrate how a Seller’s Discretionary Earnings affects the value of a business. The student will be able to identify and explain private and bank valuations, how to determine owner’s compensation, and how to identify items that will not enhance the value of a business.

BREAK FOR LUNCH

GABB Spring Conference: PM Session: Business Brokerage Basics: Legal Issues (70543) Real Estate CE / 3 credits

1:15-4:30 p.m.

Tanya Nebo, Nebo Law Firm, LLC

DESCRIPTION: Participants will learn how to identify potential legal problems that could arise in the purchase or sale of a business such as identifying asset purchases versus stock purchases; how to verify a business’ legal status; identifying ownership structures; how to use the basic legal forms provided by GABB; identifying and understanding the steps in the due diligence process; and securing their commission and avoiding litigation

Basic Legal Issues in Business Brokering: Tanya Nebo

OBJECTIVE: Basic Legal Issues in Business Brokerage. After completing this hour, students will be able to identify and explain basic legal issues business brokers may encounter in the sale or purchase of a business, identify types of purchases, identify legal entities, and demonstrate how to verify the status of a business, and demonstrate an understanding of the due diligence process.

Shannan Collier Stalvey, business and estate attorney

Legal Forms Used in Business Brokerage: Attorney Shannon Collier Stalvey

OBJECTIVE: The student will be able to identify and use common legal documents used in the purchase of a business, including how to obtain and use GABB Forms, identify legal problems that a broker may encounter when using a standardized forms, demonstrate the use of a standardized form, and identify situations in which a broker should consult an attorney.

Avoiding Legal Pitfalls in Business Brokering: Attorney Larry Domenico

Lawrence Domenico, litigation attorney

OBJECTIVE: Students will be able to identify and explain legal pitfalls when selling a business, demonstrate ways they can avoid lawsuits, identify asset purchase agreements and non-compete agreements, and demonstrate how they can avoid problem clients

PLEASE BE SURE your registration went through by watching for the notice on the screen, and the emailed receipt. If you don’t see those, your registration didn’t go through. Please try again?

Contact GABB at georgiabusinessbrokers@gmail.com or 404-374-3990 for help if you have difficulty.

If you wish to pay by credit card, select the PayPal Option. If you are paying by check, please mail your payment to

GABB Treasurer
4780 Ashford Dunwoody Road, Suite A-241
Atlanta, GA 30338-5564

by Diane LoupeJanuary 29, 2019 business coach, Business Valuation, education, GABB Meetings, SBA Loans, Seller Articles, Seller FAQ, Selling a business, Small Business, Uncategorized0 comments

Learn How to Prepare Your Business to Sell-Feb. 26 GABB Meeting

UGA Small Business Development Center Consultant Daniel McCoy

Just before retirement is not the best time to prepare your business to sell for an attractive price. Savvy business owners spend years thoughtfully preparing to transition out of business ownership.

UGA Small Business Development Center consultant Daniel McCoy discussed ways that small businesses can prepare for the day when they want to sell their business.

Here’s a link to an audio recording of Mr. McCoy’s remarks.

His PowerPoint Presentation is here. How to Prepare a Business to Sell

The Tuesday, Feb. 26 meeting was preceded by a free networking breakfast sponsored by GABB Board member Kim Eells, Vice President of SBA Lending at Renasant Bank and Susan Kite, Vice President of SBA Lending at Renasant Bank.

Mr. McCoy was an SBA Lender from 2014 to 2017. He joined the University of Georgia Small Business Development Center (SBDC) in September of 2017, after starting his own business of tax preparation and loan packaging. His business experience consists of several years in retail upper management, 19 years in commercial lending, three years in insurance, and four yuears as a small business owner. He holds an MBA in Accounting from Benedictine University, a B.S. in Organizational Management from Covenant College and an Associates degree in Arts from Reinhardt University. His specialties include human resources, financial management, customer service, and business planning and forecasting.

The GABB is the state’s largest and oldest association of professionals who specialize in brokering the purchase and sale of businesses and franchises. Broker members help owners determine the asking price of their business, create marketing plans and strategies for selling their business, identify and qualify buyers, and have the knowledge, experience and skills needed to help maintain the confidential nature of the process. The professionals of GABB relentlessly pursue professional development so they can provide superior, ethical services for all customers and clients. Affiliate members include bankers, lawyers, appraisers, insurers and other professionals who work closely with brokers to help owners and buyers get to the closing table.

For more information about GABB, please contact GABB President Dean Burnette at 912-247-3209 or dean@b3brokers.com, or GABB Executive Director Diane Loupe at diane@gabb.org or 404-374-3990.

by Diane LoupeSeptember 18, 2018 Buyer Articles, Buyer FAQ, Buying a Business, litigation, Seller Articles, Seller FAQ, Selling a business, Small Business0 comments

Interested in Buying a Business? Check Out These 3 Commonly Overlooked Areas

When it comes to buying a business, nothing is more important than the factor of due diligence. For most people, this investment is the single largest financial decision that they will ever make. And with this important fact in mind, you’ll want to leave absolutely no stone unturned.

Let’s examine the three most commonly overlooked areas when it comes to buying a business: retirement plans, 1099’s and W-2’s, and legal documents.

1. Examine All Legal Documents

While it may sound like a “pain” to investigate all the legal documents relating to a business that you are vetting for purchase, that is exactly what you have to do. The very last thing you want is to buy a business only to have the corporate veil pierced. “Piercing the corporate veil” refers to a situation in which courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s actions or debts. Everything from trademarks and copyrights to other areas of intellectual property should be carefully examined. You should be quite sure that you receive copies of everything from consulting agreements to documentation on intellectual property. Your business broker can recommend attorneys who are familiar with legal issues involving the purchase of a business.

2. Retirement Plans

Forgetting about retirement plans when you’re buying a business is a mistake can quietly translate into disaster. Before signing on the dotted line and taking ownership, be sure that both the business’s qualified and non-qualified retirement plans are 100% up to date with the Department of Labor and ready to go.

3. W-2’s and 1099’s

If 1099 forms were given out instead of W-2’s, you’ll want to know about that and be certain that it was done within the bounds of IRS rules. Imagine for a moment that you fail to do your due diligence, buy a business and then discover that you have problems with the IRS. No one wants IRS problems, but a failure to perform due diligence can quickly result in just that. So do your homework!

There can be many skeletons hiding in a business, and you want to be sure that you protect yourself from any unwanted surprises. One exceptional way to protect yourself is to work with a business broker. A business broker knows what to look for when buying a business and what kinds of documents should be examined. There is no replacement for the expertise and experience that a business broker brings to the table.

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