M&A disputes post-closing are more common than people realize. Disputes arise from different sources for different reasons and can result in hundreds of thousands of dollars in litigation costs. Bill Wiersema returns to M&A Talk to offer expert advice on how to best prepare during the sales process to avoid potential disputes after the closing. He discusses the three most common areas of dispute and the value of having expert advisors to navigate financial due diligence to prevent...

Don’t underestimate the role and impact of human nature in M&A transactions and the power of collaboration. Julienne Baron discusses connecting the dots in M&A, including communication, the importance of advisors understanding the details in a deal, and knowing the right questions to ask to make it all a success. She shares tips on successfully navigating risk, how cultural differences impact communication, and the importance of hands-on experience in addressing the complexities of...

M&A is part art and part science, and sellers and buyers can benefit from considering the view from the other side of the negotiating table. Andrew Morbitzer goes into detail about where the art and science lie in M&A transactions. He discusses the concept of proactive vs. reactive M&A strategies, what to learn from past failed acquisitions, the lifecycle of an acquisition – from strategy to alignment, to commitment, to integration – and how to transfer this science to successful...

The world of alternative investments is complex but compelling for middle-market business owners and entrepreneurs to understand. Kimberly Flynn discusses how M&A fits into the world of asset management. She defines alternative investments, explains how they fit into investment portfolios, discusses institutional money management, looks at how private equity and VC firms utilize M&A, considers options for raising capital, and speculates on the future of alternative investments and the...

Buyers trade money for value. Understanding this is key to a company getting better tomorrow. Pricing expert Mark Stiving talks about the easiest way to increase a company’s value and looks at how pricing adjustments impact value, sales growth, and the perception of a business. He discusses developing strategies for an effective price increase, managing the timing, how a company can confidently raise prices without the fear of losing customers, and other strategies that can increase a...

Learn about the M&A growth of two start-ups in a new virtual business – mental health services online. William Masih discusses questions for sellers to ask themselves before considering an M&A transaction, raising capital, building relationships, and finding synergies with a potential partner business. He talks about making mental health therapy accessible, the mechanics of his acquisition, details on the scorecard method of valuing a business, and applying it to a company in the...

This edition of M&A Talk offers a refreshing perspective on what really matters in a business – the people. Austin King discusses topics that impact a seller and what his investment firm considers when making acquisitions in the industrial services sector. He discusses how cultural diligence can ensure people and culture will mesh, how to balance qualitative decisions with traditional quantitative measurements, working with owners who want to remain with the business part-time, and how...

Is it possible to time the sale of a middle-market company to optimize returns? How do current market conditions impact the timing and the company’s value? Dan Shea offers expert advice on considerations sellers need to look at when planning the timing of selling their business. He discusses gauging the health of the market, the economic indicators owners need to consider, the art versus the science of valuation, and the importance of considering personal circumstances and getting advice from...

Everything buyers and sellers need to know about negotiating a $25 million to $500+ million purchase agreement. Drew Polekoff discusses the elements of a purchase agreement for middle-market transactions, including how to lay the groundwork with the LOI, details on each section of the agreement, common mistakes that can cause issues with negotiations, the process of preparing and signing the purchase agreement and who is involved, and advice to buyers and sellers on how to get the transaction...

Managing expectations and understanding what potential buyers look for is critical to selling a business successfully. Jason Hullender offers tips on how to get the sale of your business across the fifty-yard line and into the end zone. He discusses the top areas where buyers and sellers have unrealistic expectations, the importance of a company’s valuation, understanding EBITDA, how customer concentration and competitive advantages fit into the mix, and why you should be prepared for the due...

The Corporate Transparency Act may require small businesses to report information about their ownership to the government. Bill Wiersema returns to M&A Talk to discuss the positive aspects of the CTA and the challenges it presents to small business owners. Designed to combat illicit activity and funding for terrorism operations, Bill discusses who is impacted, what information is gathered, the limitations of how the information is used, concerns to be aware of, and the enforcement...

Qualified small business stock (QSBS) is a provision in the U.S. tax code that can provide tax-free income to investors. This engaging conversation about the tax benefits of QSBS is geared toward buyers and sellers. Jessica Fairchild and Andrew Szymulanski discuss who benefits from QSBS, what the requirements are to qualify for this tax benefit, and ways to make the structure work for a small business sale or acquisition. Discover why it’s worth possibly structuring a transaction to qualify...

Building a successful business is hard. Taking it to the next level is even harder. Adam Coffey returns to M&A Talk with tips for entrepreneurs on scaling up and making success inevitable for middle-market companies. He discusses the issues that come with scaling a company, finding capital and using exit plans to fund growth, how to generate wealth for owners and employees, why a company’s culture is critical to its ultimate success, and building an equity incentive plan to retain...

Talking about selling a middle-market company to a family office vs. a PE firm, James Carey has a detailed conversation on the differences between these buyers. He discusses the time frames each has for seeing a return on their capital investments, what a family office looks for when deciding to partner with an entrepreneur, why family offices tend to be hands-on in how they operate and interact with their portfolio companies and the implications these issues have on the sales process and...

If you get an email out of the blue expressing interest in buying your company, does this mean you have a buyer before you even knew you wanted one? Not quite. Channing Hamlet discusses what information to have at your fingertips and how to avoid a potential bait-and-switch marketing ploy. He discusses handling different situations, the importance of doing market research on your own company, understanding the marketplace and potential valuations so you can respond with knowledge rather than...

Hybrid capital, or revenue-based financing, might be the solution for a middle-market business owner seeking capital to grow while still maintaining control of their company’s strategic direction. Neil Johnson explains how this model of revenue-based financing works. This detailed discussion covers who can benefit from this approach, how the interest rate flows, how lending multiples are calculated, unitranche debt, and the debt-like and private equity-like features built into this hybrid...

The subject of taxes may be dry, but when it comes to selling a business, taxes can’t be avoided forever. Tax attorney Alex Denault discusses the differences between a CPA and a tax attorney, how an asset sale versus a stock sale impacts tax implications, successor liabilities and how they influence a transaction, the IRS ramifications of asset allocation, double taxation risks for C-Corps, when sales taxes apply, and some general rules on what sellers can expect in terms of paying taxes when...

Buying a business starts with finding the right business. Best-selling author and experienced acquirer Richard Parker covers the basics a buyer should know before looking at buying a business. He discusses how to arm yourself with the right knowledge and guidance to make educated decisions, the importance of identifying the right business for yourself – one that matches your strengths, how the lack of knowledge can paralyze potential buyers, and the top mistakes people make when looking at...

The role of independent sponsors as investors is growing in the M&A world. Bakari Akil is an acquisition entrepreneur, and he shares his inspiring story of learning the ins and outs of buying companies and provides tips on getting started. He defines independent sponsors and search funds, clarifies the differences between these acquisition models, and discusses the role of the investor. Bakari also talks about his experience as a digital nomad and the lessons he’s learned while working...

The due diligence process is stressful and has high stakes for both sides of any acquisition. Jonathan Wilson returns to M&A Talk to highlight the importance of preparing for the due diligence stage and what to expect during this period of a business sale. He discusses the differences between how various types of buyers handle due diligence, gives an overview of what documents are needed, what to look out for, the need for speed, and how to prepare for due diligence from the very...

A management buyout, or MBO, offers an attractive option for selling a middle-market company to the people who know it best – the management team. B.G. and Geordie Lemmon discuss how their family office views these businesses as partners and share insights on what can make an MBO successful. They discuss what the family office looks for in a company, how the finances work, how the management team is involved, how the company can grow over time, and what this means for the next generation of...

Taxes – taxes – taxes. The best way to deal with them is to be prepared, and Bill Wiersema returns to M&A Talk to do a short show with a big punch. He covers some of the little-known issues that come up around taxes when selling a middle-market business. He talks about the tax implications of stock deals vs. asset deals, double taxation, and tax differences between an S-Corp and a C-Corp. He explains what an F reorganization is, how it may be a solution, and the advantages and limitations...

Whether you realize it or not, buying or selling a business is an emotional rollercoaster. Drew Bisping talks about this emotional journey from both sides of the table as a buyer and seller. He discusses the role that emotions play in the sales process and what you can do about it, the importance of using the right advisors, the very real impact that comes from deal fatigue, and why it is critical to be prepared and understand the impact a sale will have emotionally on yourself, your...

Negotiating a clear letter of intent keeps a seller’s position strong throughout the sale process. Bill Snow returns to discuss the top four mistakes sellers make with the LOI and his tips on avoiding these issues. He highlights the importance of planning for taxes and understanding the tax implications of a sale from the outset, how valuations vary and what can impact them, setting up a data room for due diligence before the LOI stage, the dangers of having unrealistic expectations, and the...