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Selling a business: Avoiding day-to-day disruption and the confidentiality conundrum

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Selling a business will take up a lot of your time, but your business won’t run itself in the meantime.

It will occupy more time still if you proceed without a professional intermediary to help you prepare your business for sale, find buyers and conduct negotiations.

Not everyone appoints an agent, but it will free you up to focus on what you do best: running the business. And the more complicated the sale, the more of a godsend this assistance will be.

Gareth Smyth, group managing director at Bolton-based commercial property agency Hilton Smythe, is one such intermediary.

When it comes to avoiding disruption to your day-to-day operations, he says that “preparation is the key. We’re all tempted at times to just give into an idea because it sounds wonderfully good, but if we are not prepared, it’s a recipe for disaster.

“The adage ‘fail to prepare, prepare to fail’ is apt in most situations, but more so when selling your business.” 

Pressure

Philip de Lisle, an entrepreneur who has sold several businesses, says “it is likely that you will only know the true meaning of the word ‘pressure’ when you come to put your company up for sale.

“The average time it takes to sell a company is nine months and a lawyer I know tells clients that he handles around 4,000 emails on a typical transaction.”

Even as you bear this additional burden, the buyer will expect you to conduct business in a normal fashion. Don’t be surprised if they take fright and withdraw interest if standards slip and major customers are lost or there is even a brief blip in financial performance.

Echoing Gareth Smyth, de Lisle asks: “So how do you keep this process from distracting you from the day job? In a word: planning.”

And what does this planning entail?

“You need to plan who in the organisation needs to know,” says de Lisle. “You don’t want staff looking around for new jobs ‘just in case’,”

“Nor do you want your competitors whispering in the marketplace that you are up for sale.” Competitors have been known to exploit such situations by poaching their rival’s customers or employees.

If customers discover your plans they may be wary of renewing contracts on the basis that they’re not just signing a contract with you, but an unknown successor too. 

De Lisle continues: “You need to plan how you are going to gather the information required by a potential buyer as part of the due diligence without alerting or alarming your staff.

“You also need to plan how you are going to show potential buyers around your premises without arousing suspicion. You need to have a credible story as to why you are suddenly having a lot of meetings away from the office.

“In short: plan. And when you think you’ve got it down pat, go over it again – because I’ll bet that you’ve not thought of something.”

Read this due diligence checklist to learn exactly what a potential buyer might be looking for.

Tips from someone who’s been there, done that: Philip de Lisle – MD, Enhancing Clarity

1. Choose your trusted team carefully – a misplaced word can spread around your company and beyond like wildfire.

2. When showing potential buyers around your site, introduce them as potential investors so as not to arouse suspicion.

3. Buy a set of golf clubs if you don’t already have them – a simple way to disguise off-site meetings.

Philip is a serial entrepreneur and business seller as well as non-exec chairman, business mentor and coach, facilitator, speaker and author. Enhancing Clarity is a leading provider of executive mentoring and coaching that transforms how people perform.

Individual circumstances

Gareth Smyth, who co-founded his business-transfer agency in 2011, admits there is no hard-and-fast rule about timing sensitive disclosures, but suggests that your business’s particular circumstances should inform your decisions.

“Do you tell the staff? Do you tell that special client? What about suppliers? These are all quite legitimate thoughts and the short answer is: ‘it depends’. Not much help I know, but your individual circumstances will prevail when answering these questions.”

Ultimately, when it comes to disclosing sensitive information, the risk of upsetting staff and customers or helping competitors is traded-off against how easy it is to find buyers and conclude a deal. However, honesty is often the best policy, according to Smyth.

“In terms of confidentiality, well, this is a very individual thing,” he says. “If you’ve been honest with your staff, customers and suppliers, you won’t need to be confidential, which means you can advertise a lot more freely, generating better levels of interest. 

“If you are worried, then there are things you can do, such as not placing pictures on your adverts and wording your adverts very carefully – but be warned, a sale is likely to take much longer.”

So when it comes to avoiding disruption to the business, it’s about confidentiality and planning.

“In an ideal world you will have ensured your books were fully up to date and showing as much profit as possible; told key members of staff that you are moving on at some point and reassuring them that their jobs are safe; and making sure all your debts etcetera are up to date and paid,” says Smyth.

“After all, no buyer wants to take on a mess and they certainly won’t want to pay a premium for one. 

“The fewer possible complications involved in the sale, the better – so plan ahead.”