MPL General Counsel Corner – The Big Party is Coming Up; Are You Ready?

After working on numerous deals, both for my own businesses and for my clients, one of the biggest hurdles is getting ready to either buy or sell.  Outside of annual tax returns and payroll records, many times I am confronted with a hodgepodge of financial, operating and governing documents for companies that are looking to acquire another business or getting ready to sell.  These three categories are what I call the “Big Three” of asks whether it is from a lender, a buyer or whoever is on the other side of the transaction.

Below are examples of what I am talking about:

• Financial Documents (at least three historical years and the year to date)
  • Annual, Quarterly and Monthly P&L, Balance Sheet and Cash Flow Statements
  • Monthly bank statements and reconciliations
  • Accounts Receivable, Accounts Payable and Inventory
  • Client List w/ at least the revenue amount
  • Vendor List w/ the annual spend
  • Loans outstanding w/ lender information
  • Tangible and Intangible Asset List
• Operating Documents
  • Key contracts (typically where you have a commitment of at least a year)
  • Business locations w/ current leases
  • Employee lists w/ pay, executed agreements and benefits included
  • Any Company employee handbooks or operating manuals
• Governing Documents
  • Formation documents
  • Annual and special meeting minutes
  • Company ownership w/ cap table
  • Fictitious name filings
  • Any foreign entity registrations in other states

These are just a few of the items that need to be prepared if you are looking to sell or you should be prepared to look for if you are buying a business.  Also, if you are on the buy side and looking to finance the acquisition, you should be prepared to provide as much detail about your financial background as possible.

Here are a few articles if you would like some other perspectives:

• How to Position and Prepare Your Business to be Bought | SCORE
• 7 Steps to Selling Your Small Business (investopedia.com)
• How To Sell Your Business: What To Do Before, During, And After The Sale (forbes.com)
• How to Buy an Existing Business – NerdWallet
• The Importance Of Asking The Right Question Before Buying A Business (forbes.com)

If this seems overwhelming, I can assure you that working with professional business advisors (attorneys, accountants, financial advisors, business brokers) to get prepared will pay off when the “Big Party” starts and you ultimately execute on the transaction.

“Before anything else, preparation is the key to success.”
                                                       Alexander Graham Bell

• Helpful Resource Pages
  • Knowledge Center (eisneramper.com)
  • Trout CPA Blog | Tax & Business-Related Topics
  • News & Analysis | Littler Mendelson P.C.
  • Insights, Analysis & Perspectives for Your Business | RKL LLP (rklcpa.com)
  • NFIB Research: Data and Trends Affecting Small Business Owners | NFIB
  • The Tax Warrior Chronicles (taxwarriors.com)

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com) or anyone in our office with questions or comments.  

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