When Selling a Business, Confidentiality Is Key
When the time comes to sell your business, it's easy to get excited about the hustle and bustle of the selling process--and the large payout in the offing. Just make sure you keep your excitement to yourself.
Keeping quiet about your impending business sale is imperative because news that a business is for sale can trigger negative reactions among creditors, customers, suppliers and employees. It also can spark aggressive reactions from competitors that could weaken your momentum and decrease your company's value.
Fortunately, there are a number of early steps you can take to ensure that confidentiality is maintained throughout the sale process.
I always advice people to work with a business broker. These advisors can field inquiries from would-be buyers and reach out to prospects without ever mentioning you or your company name. They are also skilled at revealing enough information to pique interest while keeping your company’s identity confidential.
But for those who are determined to go it alone, there are some steps you can take before you start the sale process:
*Prepare a confidentiality agreement in advance. Have a confidentiality agreement ready to go and don’t reveal any specific information that could identify your business (or provide a competitor with data) prior to the buyer signing the agreement. You can find sample agreements online, purchase one at a form shop, or work with an attorney to produce your own. It’s essential to include a clause that ensures confidentiality from both parties, as well as an expiration date on the agreement.
*Create a separate email account for prospective buyer inquiries. Setup a non-business email address that disguises your identity and use it for all business sale communications. For example, if you own a convenience store, you might use email@example.com. You could also use a random lineup of letters and numbers for even more protection.
*Obtain a non-business phone number. You don't want prospective buyers talking to your receptionist or managers, so set up a phone number that is not connected in any way to the company. Using your home phone or personal mobile phone may also be risky, since employees, vendors, or competitors may recognize the number or your voice on voicemail.
*Prepare a selling memorandum and number the copies. The selling memorandum is what you will send to interested buyers after they sign your confidentiality agreement. By putting a unique number on each copy of the selling memorandum, you'll be able to trace a prospective buyer’s In the footer of each page, add a reminder that access to the document is governed by the terms of the confidentiality agreement and that there will be legal consequences to any breach of that agreement.
Getting the word out that your business is for sale without letting anybody know that your business is for sale is, of course, a tricky proposition.
Even if you keep your name confidential, revealing too much in your ads can leave you exposed. So use a blind listing. That way, you keep your personal or business name private until you have established that prospective buyers are qualified and committed to confidentiality. Instead of your business’ name, advertise its nature and strengths. For example: "Lucrative San Francisco Convenience Store With Long-Term Established Customer Base For Sale."
Include a brief description of business type, strength, high-level financials and price. Make the description helpful, but avoid specifics.
Always request that interested parties respond to a blind P.O. Box, email address, or anonymous voicemail. If you're listing your business online, ask that all prospects sign a confidentiality agreement before any specific information is exchanged.
It's also a good idea to market in a way that screens potential buyers before you have to divulge any specific information. Sure, you may feel uncomfortable asking a prospective buyer for business and financial background information before revealing the name of your business. But buyers who are serious will happily provide any necessary information. Your ad describes the size of your business, asking price, response requirements. Ask respondents to describe their purchasing capabilities.
Once you've identified qualified buyers, it becomes harder to maintain confidentiality, but now is not the time to lower your guard. These tips will help you avoid revealing too much too soon:
*Never hold meetings at your place of business. Always meet off-site--ideally, in the office of your broker, accountant, or attorney.
*Don’t share detailed information until you have a letter of intent. Deliver information in multiple phases. For example, even with a signed confidentiality agreement, you shouldn’t share proprietary processes, trade secrets, client lists, or financial details until the prospective buyer has demonstrated their purchasing ability and made an offer.
*Involve as Few Employees as Possible. It's often necessary to get a few key employees involved, either because a buyer wants to meet the team or because you'll need help assembling due diligence documents. Limit the number of personnel involved and explain to them the downside of a confidentiality breach.
Although balancing questions from buyers and retaining confidentiality can be tough, proper preparation can aid you in the process and ensure that your sale goes smoothly. Laying out a plan that protects sensitive information will help prevent news of your sales intentions from spreading and protect you and your prospective buyer.