Keeping Your Numbers Secret
Imagine this worst-case scenario: During negotiations to sell your company, news leaks out to your employees, key customers, and competitors. Your managers and customers jump ship -- and then the deal falls through.
Unlikely? Not really, warns Steven Keith Platt, a merchant banker at S.K. Platt & Co. in Highland Park, Ill., who specializes in financing, buying, and selling privately held growth companies. "The implications of leaked information during the sale of a division or company can be devastating, both internally and externally," he says. Here are three tips from Platt that will help keep negotiations secret:
Insist that all potential buyers sign a nondisclosure agreement before their investigations begin. "These documents are not complicated, but they need to be highly restrictive," advises Platt. Clauses should include guarantees that potential buyers (1) will not attempt to hire any of your employees; (2) will not disclose in any way that sales conversations have occurred; and (3) will have only limited access to your technological secrets during the investigation.
Control the release of your financial reports. "It can be very damaging for private companies to release financial information or financial statements -- especially if negotiations fail to result in a sale," warns Platt. He urges business owners to release only summaries of their financial results (rather than audited statements) in the early stages of negotiation.
Limit potential buyers' access to your customers. Platt offers two possible approaches: "Agree that before closing the deal, the buyer will talk to your two biggest customers -- but not before the morning of the closing." An alternative: if the potential buyer insists on earlier access to your top 20 customers, tell the customers you've hired an independent consultant who's going to call them with some basic questions, and make certain that when the calls are made, the buyer identifies himself or herself exactly that way.
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