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  SPECIFICATION
VTP: TRADE SECRETS OF BUSINESS DISPOSALS (pb)2009
Author: BARRIE PEARSON
ISBN: 9788130910512
Year: 2009
Publisher: VIVA BOOKS PRIVATE LIMITED
Category: FINANCE & INVESTMENT
Series: VIVA THOROGOOD PROFESSIONAL
Edition: 1
Format: Paperback
Language: English
 ABOUT THE TITLE
If you re like most people you are only get one chance to sell your business and to capitalise on years of hard work and planning. You can either fluff it or make sure you get the best possible advisor and become financially secure for life and possibly very rich.Barrie writes:
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 TABLE OF CONTENTS
CHAPTER 1 - A Failed Attempt to Sell Will Damage the Business
Current year performance is likely to suffer
Customers and staff may be unsettled by a leak
Owners and key directors may suffer lasting demotivation
Abortive fees for advisors are costly
Management may make an opportunistic MBO approach
CHAPTER 2 - Realize a Reality Check is Vital
How strong are buyer appetites in your sector?
Test your opinion by beauty-parading corporate finance advisers
Be realistic about likely value and deal structure
Obtain shareholder agreement at the outset
CHAPTER 3 - What Buyers Really Want… or Want to Avoid
Management continuity is often the big issue
Undue customer or supplier dependence is a concern
Major customer contracts due for renewal are a threat
Necessary relocation can be a plus or a minus
Proven and consistent sales and profit growth
Forecast sales and profit growth
Tax and VAT affairs need to be clean
CHAPTER 4 - Recognise Financial Grooming is Essential to Maximise Saleability and Value
Annual budgets and monthly management accounts are a must
Take action to create an attractive sales and profit profile
Sensible cost reduction and deferral will boost realisable value
Avoid excessive provisions against profit
Turn surplus or unwanted assets into cash
Lay claim to surplus cash at the outset
Ensure your accounting policies do not understate profit
CHAPTER 5 - Commercial Features Need Grooming
Take positive action to retain key staff
Assess land or property with hidden value
Diversification and overseas expansion may reduce shareholder value
Public Relations (PR) may be a double-edged sword
Separate out and retain a peripheral business
Challenge the need for vendor due diligence
CHAPTER 6 - Unsolicited Approaches – Potential Jackpot or Major Distraction?
Recognise a random mailshot and act accordingly
A letter from a professional adviser may be a mailshot
But a phone call is probably serious
A direct approach from a private equity house should be serious
An MBO request is a potential minefield
A direct approach from a strategic buyer might be a jackpot
CHAPTER 7 - Professional Advisers Need Choosing and Appointing Carefully
Corporate finance advisers – their role and benefits
the risks
their fees
Corporate finance advisers love inverted fees – so beware
Negotiate corporate finance disbursements
Corporate finance advisers come in different shapes and sizes
Business brokers
Investment banks
Solicitors
Tax advisers
Create an effective beauty parade
Negotiate letters of engagement
CHAPTER 8 - Value your Business from the Buyers Standpoint
Adjusted profits before tax are of the essence
Major cost rationalisation opportunities
Strategic significance or rarity value
Adjust net asset value
Use your adjusted profits to value the business
CHAPTER 9 - Benefit from Expert Streetwise Tactics
Timing really is of the essence
Sell the company and your management, not yourself
Outline the structure and type of deal you want
Telegraph any potential deal-breakers at the outset
Disclose unattractive features and events positively
Never reveal your asking price first
Don’t be seduced by private equity houses
Retaliate first to guard against a last minute price chisel
Sweetheart deals sometimes are really sweet
Use win–win negotiation tactics
CHAPTER 10 - Manage the Due Diligence Process Effectively
Make sure collating the due diligence information does not delay legal completion
Due diligence information to be collated
Presentation of due diligence information
Stick close to investigating accountants
CHAPTER 11 - Steer the Deal Safely to Legal Completion
Proceed towards a Heads of Agreement negotiation meeting
A typical Heads of Agreement negotiation agenda
Earn-out deals need defining
Warranties and indemnities included in the Share Purchase and Sale Agreement
The maximum liability of the vendor
Joint and several liability for vendors
Negotiate the minimum value to trigger a claim
Purchase consideration to be held in escrow
Use your disclosure statement to undermine warranties
Prepare to announce the deal internally and externally
CHAPTER 12 - Think and Plan your Life after Exit
Who are you happy to know that you have suddenly become rich?
When will you leave your present company?
How do you intend to avoid boredom and loneliness?
How will your spouse react and cope?
Where do you want to live?
What will you do with your wealth?
What inheritance tax planning should you do?
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