John B. Charleston, III, MBA

Selling Your Company — Some Key Points

  • Settle all litigation and environmental issues before putting the company on the market.
  • Hire a good transaction lawyer, because the buyer will also.
  • If company owners are totally inflexible, the buyer may walk away from the transaction.
  • Be prepared to accept a lower price for lack of management depth, dependence on a small number of customers or clients, and lack of geographical distribution.
  • When a buyer indicates he or she may be ready to submit a Letter of Intent, tell them up front what items you want included. For example, price and terms; what assets and liabilities are to assumed, if an asset purchase; what contracts and warranties are to be assumed; and time schedule for due diligence and closing.  (These are just some of the items a seller might want included.)
  • Be advised that many buyers will view the value of Sub Chapter S corporations to be worth less than if the company is a C Corporation.
  • Make the company more visible by attending trade shows.  Tie up patents, copyrights and trademarks.  Create a public relations program.  These areas all create perceived value.
  • Selling a company involves sometimes-inconsistent objectives: speed, confidentiality and value – pick the two that are the most important.
  • Keep in mind that companies get stale after sitting on the shelf for awhile.
  • Don’t expect your lawyer to win every point of contention – you want a dealmaker, not a dealbreaker.