Posts Tagged ‘Legal’


Mondays with Mike: How To Prep Your Business For Sale In 90 Days (Or Less!)

I know a thing or two about selling businesses.  I’ve done it both hard way, and the easy way, and it’s not hard to figure out which way I prefer.  Even if you plan on turning your company into a legacy that your children will run after you’re gone, the best time to get your business ready to sell is today!  Before you ever want or need to sell your business – that’s when you should start.  Here’s what you need to do:

  1. Identify strategic buyers.  Strategic buyers are those who want your business for some reason other than just your company’s revenue.  They may want your customers, your intellectual property, or even your employees.  If you can identify these buyers, you can learn which of your assets are most desirable – and you can protect them.
  2. Resolve any legal troubles.  Buyers won’t want to touch a business that has lawsuits or liens against it, so you need to clear up any old business and get your company in the clear. 
  3. ??????????????????????????????????????????????????????????Focus on profitability, rather than debt.  Businesses are often valued by a multiple of their profit, so you’re better off directing extra revenue toward measures that make you more profitable.  Paying down debt with your extra money doesn’t add nearly as much to your value.
  4. Protect your key employees’ positions.  We all have those staff members who are critical to our survival, and it’s smart to make a plan for what you’d do if one of them left.  Whether your discreetly cross-train employees or keep a list of potential new hires, you want to make sure that if one of your key employees leaves, that your business goes on as usual.
  5. Get out of the office.  Not only is your business more valuable if it can run in your absence, but you also need to be out in the marketplace as the face of your company.  You need to continue running your business as if you’re going to hand it down to your children, and that means cementing relationships with important clients and maintaining your market share.  Don’t slack off!
  6. Cut costs.  You’ll boost your selling price if your company is lean, efficient, and profitable.  Make sure you trim unnecessary expenses and eliminate anything that doesn’t directly contribute to the health of your company.
  7. Work with a business broker or investment banker.  You’ll want to make sure your business is ready to sell when you tackle this step, but you’ll often find that brokers have a stable of businesses looking to acquire others.  Not only can you sell your company more quickly, but a broker can also help you get top dollar for it.
  8. Be hard to get.  If you appear to be desperate to sell, your value diminishes.  Cultivate a field of buyers and watch your price go up.  You want buyers to have competition in order to ensure that you get every penny you’re worth.
  9. Keep it quiet.  The news that you’re looking to sell your company can potentially frighten off employees and even deter new clients from signing on with you.  You want your business to continue to grow and flourish … just in case a sale falls through.

The time you spend preparing your business will give you one additional benefit other than just getting you ready to sell, and it’s actually a huge one.  Your business will be healthier.  Much of the advice I’ve listed here is stuff you should be doing anyway – measures that make your business more efficient and profitable, in addition to making it more attractive to buyers.  


4 Mistakes that Will Get the Government Calling You

?????????????????????????????????????????????????????I can still remember the day the Department of Revenue shut my company down.  It seems that we had not done a timely job of remitting the sales tax that we had collected from our customers and this government agency wanted their money. My bookkeeper had apparently ignored all their warnings by mail. When they arrived, they put a big sticker on our door, telling all our customers and employees that we had to "pay up to open up". It was a similar story when the IRS was concerned that we were not remitting employees' collected payroll taxes in a timely period of time. This situations happened because as a new owner, I did not know all my tax responsibilities.

Here are four mistakes that can get the government calling on you and maybe even putting you out of business:

  1. Non payment of payroll taxes. Each pay period, a company deducts from the employees paycheck taxes that are due to the government. If a company is doing this themselves, this money needs to go into a separate account and get sent to the appropriate agency.  A better way to do this is to use a payroll service that will withdraw the taxes and pay the government automatically. With this service, there is no temptation by  a "cash strapped" small business owner to spend payroll tax money they collected, but belongs to the government.
  2. Non payment of sales tax. With each transaction, a company collects sales tax for  the government. It is then the companies responsibility to remit these funds to the appropriate agency. A company should ensure that theses taxes get posted to a separate account so the money is there to send at the end of the month.
  3. Non payment of use tax. This is a tax that a company assesses on themselves for product they purchased for their own use where they should have been charged state sales tax, but weren't. This needs to be send to the state typically every quarter.
  4. Health code violations. Run an office that is unhealthy for employees or a location unfit for customers? Inspectors will shut that company down on the spot and lock the doors. This gets much stricter when serving food and beverage or a hotel

In the days when a company's online reputation is critical, getting shut down like this will do nothing but hurt your Yelp and TripAdvisor ratings.


Mondays with Mike: Secret Short Cuts – Legal Aid

What’s the difference between a bad lawyer and a good lawyer?  A bad lawyer can drag a case out for years.  A good lawyer can make it last even longer.

All kidding aside, legal fees aren’t necessarily the first thing entrepreneurs think of when they’re adding up the costs of doing business.  As litigious as society is, though, you’re foolish if you don’t engage an attorney to ensure that you’re legit and covered in case of legal action.  Don’t have the $350/hour lying around to consult a lawyer?  Keep reading.

Here’s my secret for low (or no) cost legal aid.  Head to a local university and talk to the head of the legal department.  Offer your business up for use by students (under the professors’ supervision, of course) as a real-life example.  Your business and its legal needs become coursework for up-and-coming attorneys.  There aren’t many situations in business that are truly win-win, but this is one of them.  Students benefit from concrete experience, rather than boring hypotheticals, and you get your legal work done for free.  Professors love it; students benefit; you save big bucks.

????????????????????????????????????????????????Rather than trying to do it yourself with old legal documents that you dug up online (and which might be completely outdated,) you’re going to get cutting edge, custom work.  Students can draw up your incorporation paperwork, make sure your legal disclaimers are airtight, draft your employment contracts, and basically ensure that you’re covered and are in a position to head off most legal problems that could arise.

You’ll literally get thousands of dollars of work for free, and I strongly recommend thanking the classes who work on your case with pizza or coffee from time to time.

One final benefit from offering your business up to a college department is that you get a preview of the talent that’s emerging from your local universities.  In fact, one of the times that I approached the head of the legal department at my local college, the professor recommended that I work with his best student who was about to graduate.  The student prepared my contract, and the process served as a great extended interview.  I hired him after he graduated, and he ended up being one of my most valuable employees.

Now think a little bit bigger…let’s see how this little secret can work in other areas as well.  Are there marketing students in your area?  Students of web design, graphic design?  Think about all of the exciting, creative work you can cash in on while at the same time providing local students with exciting, valuable real-life experience – experience that they can use to get an edge on the fierce competition they’ll face once they’re out looking for work.  Don’t pass up a chance to get a great deal on the services your business requires, while fostering closer ties to your community and helping better prepare the workforce of the future.


3 Ways to Sink the Sale of Your Company

??????????????????????????????????????Many small business owners dream of selling their company for a huge profit. After many years of hard work, they finally found the right buyer to acquire their company. After negotiating business terms, they signed the letter of intent (LOI). Now comes the tough part: collecting all the due diligence information and having the lawyers on both sides negotiate a final purchase agreement.

Here are the three ways that sink the sale of any company:

1. Pressure from external parties. This can be from overly aggressive lawyers arguing over largely irrelevant legal terms on the purchase agreement. One lawyer in a deal I was involved wanted to know what the seller’s responsibility would be if “the sun exploded”. Remember, in the sale of most small businesses, the only terms that really matter are the upfront sale price, sale payment schedule, representations and warranties. Many times, the seller’s accountant insists on charging added fees to give financial statements to the perspective buyer. One accountant even wanted a lump sum “research fee” for the client to collect all their historical records. It is common for the landlord to approve the transfer of any leases. They sometimes charge a steep “transfer fee” for their approval. Regulatory agencies with licensing requirements can also mean a delay of months. The remedy: Make sure that to have a lawyer that is familiar with small sale transactions. Collect all the information from the accountant up front for due diligence. Seek outside regulatory agency approval far in advance of the completion of any transaction.

2. Inconsistent financial numbers or other changing “facts”. All financial statements tell the company’s story. If during due diligence, this story changes, and then it will raise questions from the buyer.  Weaker numbers (specifically profitability) that differ from those provided in the LOI will always result in a price reduction. Additionally, changing “facts” may get the buyer nervous. This can be in the form of profiles of customer concentrations, revenue trends or employee status. The remedy: The small business owner always needs to know what story they are telling with every fact disclosed and explain any difference in the narrative.

3. Sellers or Buyers changing their mind. This happens very often. The seller decides that they don’t want to sell their company. The reason they give now is the sale is not enough money. More than likely, they are afraid what they will do with their time a day after the sale. The buyer sometimes has a change of heart on how the new business will fit into their company or “what they thought was true now isn’t”. The remedy: As a seller, the small business owner must determine what they will do the day after the sale of the company before they decide to sell it.

Barry Moltz helps small businesses get unstuck. His new book, “How to Get Unstuck: 25 Ways to Get Your Business Growing Again” is available in March. Barry can be found at www.barrymoltz.com


Work Your Biz Wednesday: How to Hire a Lawyer

Small Biz Lady, Melinda Emerson, advises what to do when you need legal advice for your small business.




 
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