How to Circumvent Three Legal Mistakes Sellers Make
After decades of hard work, selling your business can be an exciting and rewarding time. Yet, many business owners overlook some important legal matters associated with sales. In this article, we’ll explore three of the most significant legal mistakes sellers make when selling a business.
1. Use an NDA
The first critical mistake that business owners make is skipping a non-disclosure agreement. Before disclosing to any buyers that a business is on the market, a business owner should always make sure that a non-disclosure agreement is in place.
NDAs restrict who does and does not know your business is for sale. If competitors or employees learn confidential information about the business for sale, it could hurt the sale and possibly lower the selling price of the business.
2. Hire an Attorney
It may be tempting to skip working with an attorney, but you shouldn’t. If you are selling a business or anything of significant value, you need to work with a lawyer experienced in the area of sales.
Business owners become accustomed to doing a great many things themselves and learning on the job, a personality trait that has served them well over the years. When selling your business, however, there is zero room for “on the job training” or relying on your own instincts. One of the best ways that you as a business owner can protect your future is to work with a lawyer when selling your business. In fact, a Business Broker or M&A Advisor can be a vital resource for helping you to find a proven lawyer with a background in the buying and selling of businesses.
3. Get a Letter of Intent
A third significant mistake that business owners frequently make when selling their business is that they fail to get a letter of intent. Much like an NDA, a letter of intent is a key legal document in the process of selling a business. All too often business owners will skip requesting a letter of intent out of fear of slowing down the process and potentially disrupting a deal.
The letter of intent is designed to clearly spell out expectations while simultaneously protecting your interests as a business owner. When buyers sign a letter of intent, it indicates that they are taking the process seriously. This will protect you from wasting your time.
Selling a business is a process with its own unique challenges. Whether dealing with human psychology, organizing your books, thinking about what information prospective buyers are likely to want to see, or addressing a wide array of legal issues, selling a business is a complex and time-consuming process. Working closely with a Business Broker or M&A Advisor is one of the fastest ways that you can increase your chances of a successful sale.
Copyright: Business Brokerage Press, Inc.
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Non-Disclosure Agreements: GABB July 27
Stephen M. Levinson, Esq.
When buying a business, buyers usually must sign a non-disclosure agreement, or NDA, in order to review sensitive information about the business, including financial details, inventory, and legal matters. Legally,
Anyone who has not signed an NDA isn’t legally bound by it, attorney and GABB affiliate Stephen M. Levinson told the Georgia Association of Business Brokers on July 27.
To hear Steve’s presentation and the rest of the GABB meeting, click this link.
Here’s a PDF of Steve’s presentation: Levinson NDA presentation
Now in his 33rd year of consistent practice experience, Mr. Levinson handles matters in the areas of business law; business sales and acquisitions; business/contract disputes; construction disputes; and alternate dispute resolutions and has so-far closed approximately 1,500 business transactions. He has also previously lectured about business transactions before Georgia Agent/Broker Groups including lecturing before business brokers for state credit. Steve is also an experienced Mediator and Neutral since 2009 and the owner of Northside ADR.
Mr. Levinson received his B.S. in Political Science in 1983 from the University of Miami and SUNY Brockport and earned his law degree from Georgia State University in 1989. Steve was admitted to the Bar in February of 1989 and is admitted to practice in the U.S. Court of Appeals, Eleventh Circuit; the U.S. District Court, Northern District of Georgia; the Georgia Supreme Court; the Georgia Court of Appeals; and the State Courts throughout Georgia.
Beyond his law practice, Steve is the founder, and for many years, host of a weekly Nar-Anon family-peer support group serving those who deal with the addiction issues of loved ones and is also the co-founder and host of the Annual Deane W. Evans Memorial Golf Tournament, raising money to award merit based college scholarships to deserving high school students and doing other charitable work in memory of Deane Evans.
Steve and his wife Alison (high school sweethearts) are 34-plus year residents of Cherokee County and now live in Holly Springs. They are the proud parents of two adult sons, Alex and Aaron. They are active in many charitable endeavors and are longtime supporters and promoters of the Cherokee County Secret Santa Program, Atlanta Harm Reduction, Atlanta Community Food Bank, The Fulton County Canine Cellmates Program, Caring Hands Community (Kingston, NY), The Zaban Couples Shelter, Georgia Overdose Prevention, Friends of the Forlorn and other worthy causes.
The GABB is Georgia’s largest and most respected association of professionals who help people buy and sell businesses and franchises. Our association includes business brokers, lenders, appraisers, attorneys, business consultants and others who help business owners and entrepreneurs in many ways. Please review our directory if you are seeking a business broker or other professional.
For more information about the GABB, contact GABB President Judy Mims at 404-918-3666 or judy@childcare.properties, or GABB Executive Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639.
How to Achieve High Buyer Success Rates
Both buyers and sellers have a lot of emotion wrapped up in their respective decisions. It’s completely natural to feel that way. Business Brokers and Mergers & Acquisitions (M&A) Advisors can help allay clients’ concerns and fears by giving them more information about how the sales process works and also discussing common pitfalls to avoid. In this article, we’ll go over some issues impacting buyers. If you can anticipate issues that could interfere with the deal, you’ll be more likely to be able to overcome those issues.
The Initial Intake Process
Buyers should understand that they will need to sign an NDA, or non-disclosure agreement, and treat the non-disclosure process seriously. Brokers representing a seller will require a good deal of information, including financial details, and often even your resume. So don’t be surprised when you’re asked for this information. It’s all a normal part of the process.
The Lending Process
It’s important to realize ahead of time that the lending process can be slow. It is also very common for lenders to ask for more and more information before the approval goes through. If this happens to you, don’t panic or worry. This is also a standard method of operation.
Working with Lawyers
While lawyers are obviously necessary in the process of buying and selling a business, they can also be a source of anxiety. In their efforts to protect their clients, they can often kill a deal. Of course, get the facts and logistical information that you need from a lawyer, but always remember that lawyers and other business advisors are not the decision makers. If you’re buying a business, the decision is ultimately yours.
The Non-Binding Offer
A non-binding offer allows both the buyer and seller to walk away from a deal if terms cannot be agreed upon in a set amount of time. A non-binding offer shows the seller that the buyer is interested in acquiring the business, but this form of agreement isn’t legally binding. The benefit of the non-binding offer is that it allows discussions and negotiations to move forward.
The Due Diligence Process
The due diligence process is another aspect that allows the buyer to move forward, while simultaneously having protection. At this point, the buyer will receive confidential and sensitive information about a business, such as the financials, inventory, and legal matters. Buyers will also have the ability to conduct additional research and ask the sellers questions. Like the non-binding offer, the due diligence process also means that you have the right to walk away. It is important to have this step available so that buyers can make the most informed decisions possible.
Business brokers and M&A advisors are essential in order to help buyers find the best fit. We not only save our buyers time and energy, but we also help to ensure that the transaction goes as smoothly as possible.
Copyright: Business Brokerage Press, Inc.
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