Let me begin by stating I am not currently interested in selling my shares in the company I co-founded 20 years ago. But, being an entrepreneur of a certain age, it certainly never hurts to plan ahead.
So I connected with two clients who are experts in doing just that: preparing small owners for a sale, IPO, transfer of ownership, or some other sort of liquidity event. Sylvie Gadant, partner and practice leader at Transaction Advisory Services at Citrin Cooperman, passed along three Dos:
1. Do surround yourself with a team of seasoned merger and acquisition advisers consisting of investment bankers, corporate attorneys, CPAs, and wealth managers. If this is your first time, the M&A advisers can educate you about the process. Simultaneously, small-business owners shouldn't take their eye off the ball during a transaction. Citrin has seen a number of deals fall through because a company's results deteriorated during the process.
2. Do plan properly to prevent poor performance. Start the process early. Citrin Cooperman recommends two to three years in advance of a planned liquidity event. And you should begin by asking yourself such questions as: Is the current cash structure conducive to a deal? Have you taken care of potential deal breakers (i.e., areas of your business that need shoring up)? Are your financial statements up-to-date and reviewed or audited by a nationally-recognized CPA firm?
3. Do be honest; it always pays dividends. Openness and transparency is essential whether you're looking to raise capital for growth or cash out completely. Being up front with a potential buyer is the smart thing to do, since they'll eventually find what you're trying to hide during due diligence.
Donald DiCarlo Jr., national director of business owner planning for Wilmington Trust Wealth Advisory Services, pinpointed three Don'ts, based on the three most common mistakes sellers make:
1. Don't forget to think ahead. This is the No. 1 mistake sellers make. An exit strategy shouldn't be viewed as an end, but rather, as a beginning. Your objective in selling shouldn't be simply to exit. It's to begin something new. So clarify your values, define what victory means to you, and make sure your business goals and objectives are in alignment with your personal ones.
2. Don't fool yourself. Be realistic about the valuation of your company. The valuation of your company is going to play a major role in the extent of planning for taxes on wealth transfer, federal gifts, estates, and generation-skipping transfer. You must have a realistic idea of where your particular business stands in the market, your geography, and what are sustainable and realistic multiples. Your business is really your annuity asset. Entrepreneurs should ask themselves, "If I sell my business and reinvest those proceeds, would I still have a level of income that I'm comfortable with and that will last years, if not decades?"
3. Don't confuse management succession with ownership succession. A business owner must distinguish between the ownership of the business in which they just retain financial custody and the management of the business in which they are still in charge of operations.
Think of a business owner as a pilot who owns and flies an airplane. When thinking about succession, they may feel that giving up ownership also requires them to give up the pilot's seat, but that doesn't have to be the case. Allowing family members or family trusts to own part of the plane means the owner also gets to fly it. Their key concern is a management or control succession, not an ownership succession. Therefore, a business owner must decide how he or she wants to exit a business and the type of buyer he or she wants--whether that may be themselves or someone they deem competent enough to be in the pilot seat.
Needless to say, I'm quite content to stay put in the pilot's seat for now. But, hey, I've learned to never say never. And now I know what to do and not do. What more could an entrepreneur ask?