BUYING A SMALL BUSINESS

How to Assemble a Team to Buy a Business

Sure, there are the obvious experts you need by your side when buying a business. But did you consider a technology analyst, who could help evaluate the state of the company's technology? It could create leverage in negotiations.

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You've decided it's time to finally buy your own business. Now what? Obviously buying a business can be a risky proposition, not unlike buying a house. And just like when you go about a home for the first time, you'll want to make sure you're not going in blind. That means that you need to assemble a team of skilled advisers to help guide your decisions that might range from evaluating business plans to nailing down the financing needed to make the deal. "Anyone buying a business will always be at a disadvantage even when they're asking the right questions because there are things sellers would rather not tell you, like that 75 percent of their business comes from a single client," says Carol Roth, a Chicago-based business strategist with Intercap Merchant Partners and author of The Entrepreneur Equation. "That's why you need to build a sharp team that can help uncover as many skeletons as possible."

And what kinds of experienced professionals should you include on the team you assemble to buy a business? There are three key experts that you must have at the table with you and six others that are strongly recommended.

Dig Deeper: How to Find a Business to Buy


Assembling a Team to Buy a Business: The 3 Key Experts

1. The Accountant
One expert you can't afford not to have on your team is an accountant who has experience in performing due diligence and buying businesses. The rub is that many accountants or CPAs think they know what they're doing when it comes to crunching the numbers of a business involved in a sale. Not so, says Bill Watson, whose company, Advanced Business Group, in Nashville, Tennessee, helps buy, sell, and value businesses. "I'm a CPA, and I can tell you that the average CPA is not out buying and selling businesses every day so they don't understand deal structure," he says. "It's not like buying a car." There are nuances to buying a business that the accountant you hire needs to be aware of. For instance, if you were to look at the books of a small business, you need to understand where and how the owner used "chargebacks," those ambiguous tax deductions like insurance charges or vacation expenses that business owners have the habit of burying in their books. In other words, a skilled accountant can help you uncover many of those skeletons hiding in the business's closets in an effort to evaluate what you should or shouldn't pay for.

2. The Lawyer
Just as when you go about choosing a CPA to join your team, you should target an attorney who specializes in mergers and acquisitions to give you the best advice when it comes to buying a business, says Roth. "This is not a case where you want to save a few dollars by hiring your cousin who happens to be a lawyer, but specializes in divorce law," she says. The reason is that you want an expert who knows how to review documents, such as environmental variables, and the kinds of contracts that might be in place with the current business owner. One of the most common sticky situations that many business buyers get into involves change-of-control issues related to leases or vendors, says Roth, where, based on a sale of the business, those relationships are no longer transferable—something that could dramatically change your appetite in terms of buying the business. "A good transactional lawyer can help you understand what contracts are null and void when you buy a business," says Roth.

3. The Intermediary
While entrepreneurs tend to pride themselves on their ability to go it alone, there are many reasons why it makes sense to bring on an experienced intermediary such as a business broker or investment banker to help shepherd your way through the business-buying process. Not only can an experienced banker or broker show you the ropes when it comes to what to expect throughout the entire process, they can also play a key role when it comes to playing hard ball with the seller, says Roth. "It can be really beneficial to have someone to play the 'bad cop' during negotiations," she says. "That way the buyer can ask the tough questions but blame it on their intermediary while preserving the relationships with employees and key partners they will need to run the business moving forward." In many cases, intermediaries can also pay for themselves, Roth says, by negotiating special deal terms or by finding hidden skeletons in the business they sniff out.

Dig Deeper: 5 Tips for Executing a Successful Acquisition


Assembling a Team to Buy a Business: 6 Additional Experts That Are Highly Recommended

4. Business Valuation Specialist
While settling on a price for the business you want to buy is something that your investment banker or broker will help with, it can also be valuable to reach out to someone who specializes in valuing companies, not unlike what an appraiser does with homes. A good valuation will take the business's financial strengths and weaknesses into account relative to its assets and cash flow, among other metrics.

Dig Deeper: The 2010 Business Valuation Guide


5. Financing Expert
Unless you're planning on buying your new business with cash, you'll also need to have someone on your team that will help you secure the financing you'll need to get the deal done. Ideally, you'll be able to rely on someone who can walk you through the options available—bank loans, credit, etc.—as well as which ones make the best sense for you.

Dig Deeper: How to Choose What Type of Financial Professional to Hire

6. Real Estate Adviser
On a general level, most every business will have some real estate or property component linked to it, such as a lease, a deed, or even an option to buy additional land to expand upon in the future. That means it's wise to bring on someone who can help you weigh the pros and cons when it comes to the real estate details of the business you're considering buying. One organization to consider contacting for advice is The Counselors of Real Estate, www.cre.org, a professional association of commercial real estate advisers.


7. Insurance Agent
As an owner of a business, you'll also need to understand what you need to insure it. Therefore, it would be wise to get good counsel from an insurance agent or expert who can help map out what kind of coverage you might need regarding fire, error and omission, etc., before pulling the trigger on the deal.

Dig Deeper: How to Determine Whether or Not to Insure Directors and Officers


8. Industry Expert
If you are interested in buying a business you already know something about, perhaps because you've worked for or owned a similar one in the past, you might not need to rely on someone to explain how the business works. If you are making a leap into a new industry, however, it makes sense to find someone you trust who has deep experience in that industry and can help you evaluate where the business stands relative to its competition and its customers.

Dig Deeper: 6 Top-Performing Industries for 2011


9. Technology Analyst
Few companies these days operate without computers, whether it's to market themselves or to take orders from customers. That means that when you buy a business, you're also buying the equipment and data that the company has accumulated in its history—all of which can be extremely valuable to you. But, if the business has not kept on top of its information technology, perhaps by not backing up key data or by not investing in the best technology, you might want to bring in an expert who can help evaluate the state of the company's information technology infrastructure.  Plus, if the company's technology is subpar, it could create some leverage in negotiations.

Dig Deeper: Ask Inc.: Where can I find a business technology anayst?


Did you have a terrible experience buying a business? What advice would you give someone buying a business for the first time? Did we miss a key team member? Let us know by leaving a comment below.

Last updated: Feb 28, 2011

DARREN DAHL

Darren Dahl is a contributing editor at Inc. magazine, which he has written for since 2004. He also works as a collaborative writer and editor and has partnered with several high-profile authors. Dahl lives in Asheville, North Carolina.




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