The Best Advice for Mergers and Acquisitions
Mergers and acquisitions involve a large number of critical business, legal, financial and negotiating issues. In order to help you get started with the most important information you need to know, we've compiled this list of the best articles our M&A expert, Richard D. Harroch, has written on many key selling issues. 'private companies. GENERAL […]

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Mergers and acquisitions involve a large number of critical business, legal, financial and negotiating issues. In order to help you get started with the most important information you need to know, we've compiled this list of the best articles our M&A expert, Richard D. Harroch, has written on many key selling issues. 'private companies.

GENERAL OVERVIEW OF M&A

What You Need To Know About Mergers And Acquisitions: 12 Key Considerations When Selling Your Business

M&A transactions can involve very complex business negotiations. Understanding the dynamics and issues that frequently arise in order to successfully sell your business is helpful.

25 key lessons from mergers and acquisitions

Are you considering selling your business to another business? M&A transactions require a lot of preparation, expert advisors, a dedicated management team, and an understanding of the main business and legal issues involved.

9 key ways to prepare for a merger and acquisition transaction

M&A transactions can be time consuming and stressful for a business and its management team. Find out some important things a business can do to maximize the chances of a successful sale.

15 Common Mistakes CEOs Make When Selling Their Business

Selling a business can often be difficult and time consuming. Read our list of the most common mistakes private business CEOs make when trying to sell their business.

What entrepreneurs should do after selling their business

When the time finally comes to sell your business, you'll be faced with the daunting task of figuring out what to do with perhaps the biggest inflow of your life. This article provides tips on how to protect the product, minimize taxes, and plan for your family's financial future.

MORE SPECIFIC PROBLEMS

21 Key Questions in Negotiating M&A Agreements for Tech Companies

Effective negotiation of merger and acquisition agreements for a private technology company involves dealing with and resolving a number of business, legal, tax, intellectual property, employment, due diligence and liability issues. This article discusses a number of key and highly controversial issues in acquisitions of private technology companies.

Non-disclosure agreements for mergers and acquisitions

In merger and acquisition transactions, one way to protect the secrecy of confidential information is to use non-disclosure agreements or NDAs. This article describes the main terms of nondisclosure agreements.

Mergers and Acquisitions: 15 Important Considerations for Inside Legal Advisors

An overview of 15 key strategic, negotiation, and due diligence considerations involved in a typical private company sale, and the steps in-house lawyers can take to better understand, prepare for, and deal with these considerations and related issues.

A Complete Guide to Due Diligence Issues in Mergers and Acquisitions

Learn about the most important legal and business due diligence activities the buyer will undertake in a typical merger and acquisition transaction involving a private company.

13 Main intellectual property issues in mergers and acquisitions

A summary of the most important intellectual property activities and issues associated with a typical private company acquisition.

Negotiate a letter of intent to acquire

In a business acquisition, the purpose of the LOI is to ensure that there is a “meeting of minds” on the price and key terms before both parties spend money. significant resources and legal fees. In this article, the key elements of writing a letter of intent to acquire are discussed.

The importance of online data rooms in mergers and acquisitions

If you are a seller preparing for a merger and acquisition transaction, it is important to set up an online data room to speed up the process. Read this guide to get started, including a comprehensive list of documents to include.

Data privacy and cybersecurity issues in mergers and acquisitions: a due diligence checklist for assessing risks

We provide practical solutions on how to identify, understand and mitigate privacy and cybersecurity risks during the M&A due diligence process.

The importance of disclosure schedules in mergers and acquisitions

Disclosure schedules are an integral part of any merger and acquisition transaction. Learn about common mistakes when preparing disclosure schedules and download a sample template to get you started.

Negotiation of letters of commitment from investment bankers

Companies often hire investment bankers for fundraising and M&A activities. This article covers some proper guidelines when writing an investment banking engagement letter.

Mergers and Acquisitions: What Executives Want to Know from a Potential M&A Buyer

In any merger and acquisition transaction, the seller's management team has an important role to play. Learn the important questions these members should ask the buying company before the sale.

A guide to merger and acquisition reporting and collateral assurance in mergers and acquisitions

We provide a comprehensive overview of representations and warranties insurance, its benefits, scope of coverage and exclusions, and other key issues.

ADDITIONAL READING

The impact of the coronavirus crisis on mergers and acquisitions

We discuss the impact of the pandemic on entering into merger and acquisition deals for the foreseeable future and how buyers and sellers can minimize their business risks.

Mergers, acquisitions and investments involving US companies with Chinese and foreign parties - Recent developments

The new laws will affect many U.S. businesses, especially those in the tech and infrastructure industries. Read our definitive overview of this complex legislation and how it could affect your own business.

Emerging M&A Trends: Q&A with Rusty Wiley, CEO, Merrill Corporation

The CEO of Merrill Corporation shares his thoughts on the M&A trends his company is observing, the top current concerns of M&A professionals and the industry outlook for 2019 and beyond.

Visit the AllBusiness.com Forms and Agreement Center for FREE sample templates for many key M&A forms and agreements, including Letter of Intent to Purchase a Business, Due diligence checklist for the acquisition of a private company, and more.

Read all of Richard D. Harroch's articles here>


The biggest problem founders and small owners have is that they’re experts in their field and novices in what it really takes to effectively run a business. That’s what usually trips them up, sooner or later.

Don’t let that happen to you. Admit that you don’t know what you don’t know about business, starting with these 15 tips guaranteed to help keep you and your company out of hot water. Some are straightforward, others are counterintuitive, but they’re all true. And some day they’ll save your butt.

Always make sure there is and will be enough cash in the bank. Period. The most common business-failure mode, hands down, is course out of cash. If you know you’ve got a cash flow or liquidity problem coming up, fix it now. You can’t fire bad employees fast enough. You just can’t. Just make sure you know they’re the problem, not you ( see next tip ).

The problem is probably you. When I was a young manager, my company sent us all to a week of quality training where the most important concept we learned was that percent of all problems are management problems. When things aren’t going well, the first place to look for answers is in the mirror.

Take care of your stars. This goes for every company, big and small. The cost of losing a star employee is enormous, yet leaders rarely take the time to ensure their top performers are properly motivated, challenged, and compensated. Your people are not your kids, your personal assistants, or your shrink. If you use and abuse them that way, you will come to regret it. Capiche ?

Learn to say ' yes ' and ' no ' a lot. The two most important words owners and founders have at their disposal are “yes” and “no. ” Learn to say them a lot. And that means being decisive. The most important reason to focus – to be clear on what your company does – is to be clear on all the things it doesn’t do.

It boggles my mind how little most créateurs d'entreprise value their customers when, not only are their feedback and input among the most critical information they will ever learn, but their repeat business is the easiest to get. Learn two words : meritocracy and nepotism. The first is how you run an organization – by recognizing, rewarding, and compensating based solely on ability and achievement. The second is how you don’t run an organization – by playing préférés and being biased.

Know when and when not to be translucide. Transparency is as detrimental at some times as it is beneficial at others. There are times to share openly and times to zip it. You need to know when and with whom to do one versus the other. It comes with experience.

Trust your gut. This phrase is often repeated but rarely understood. It means that your own instincts are an extremely valuable decision-making tool. Too often we end up saying in retrospect and with regret, “Damn, I knew that was a bad idea. ” But the key is to know how to access your instincts. Just sit, be quiet, and listen to yourself.

Protect and defend your intellectual property. Most of you don’t know the difference between a copyright, trademark, trade secret, and patent. That’s not acceptable. If you don’t protect and defend your IP, you will lose your only competitive advantage.

Learn to read and write effective agreements. You know the expression “good fences make good neighbors ? ” It’s the same in . The more effective your agreements are, the better your relationships will be.

Far too many fondateurs run their business like an extension of their personal finances. Bad idea. Very bad idea. Construct the right entity and keep it separate from your personal life. Know your finances inside and out. If you don’t know your revenues, expenses, capital requirements, profits ( gross and net ), debt, cash flow, and effective tax rate – among other things – you’re asking for dysfonctionnement. Big dysfonctionnement.

You don’t know what you don’t know. Humility is a powerful trait for leaders, and that goes for new business owners, veteran CEOs of Fortune 500 companies, and everyone in between. More times than not, you will come to regret thinking you knew all the answers. Behind every failed company are dysfunctional, delusional, or incompetent leaders. The irony is, none of them had the slightest idea that was true at the time. Even sadder, most of them still don’t. Don’t end up like one of them.

For every success you have in growing your market share, another or other businesses will inevitably lose ground. Here are 11 quick and easy business tips to gain a competitive advantage over your rivals and insulate yourself from the threat of new entrants in the market.

Of course, we all want to spark business growth and increase revenue. But the way you do this in a sustainable way is to focus instead on the building of a loyal database of avid fans. Content digital, paired with optimized website forms and intelligent fax automation follow-up is critical to success. This approach builds trust by giving away free value before asking for someone’s hard-earned money. Not an expert in creating optimized lead generation pages on a website ? No worries, use a trusted tool like Leadpages to make it happen.

Like it or not, folks out there aren’t searching for your brand, they’re just looking to solve a problem or find a particular type of product ( unless you run Starbucks or Adidas ! ) Don’t list all the benefits your product brings. Focus on the solutions. Explain to the customer in simple, straightforward terms how or why your product can help them or assist in the attainment of their goals. Consider FedEx’s iconic slogan : When it absolutely, positively has to be there overnight. This was a clear example of addressing widely-spread anxiety about the reliability of delivery services. Run through some market research to profile your target customer. How does your product or service – and your delivery and and price point – solve other people’s problems and make their lives easier or more pleasurable ?

Dropping prices doesn’t necessarily raise sales, for instance ( though it will definitely squeeze margins ). If you position yourself as a de haute gamme brand, then your customers aren’t necessarily value-driven in the first place, and cutting prices could even tarnish your brand. Consider this case study from Robert Cialdini’s seminal book ‘Influence : The Psychology of Persuasion’ : a jeweller sold out of turquoise jewelry after accidentally doubling, instead of halving, the price. The inflated price tag lent the product an unwarranted cachet ! If you are a de haute gamme brand, there are ways to optimize your pricing without lowering prices. For example, offer the quality-conscious customer an ‘exclusive’ benefit that your rivals do not or cannot provide. If you are at the value-driven end of the market, on the other hand, don’t assume slashing prices means incurring a loss. Low pricing can help you rapidly onboard a heap of new customers who may also buy other items in your shop and return again. Context also counts for a lot with pricing. The best way to sell a $5, 000 watch, for instance, could be by putting it next to a $10, 000 watch. Think strategically when it comes to deciding any price point.

Yes, it sounds obvious, but it’s so very important ! Whether consciously or not, people are more likely to buy a product if they like the sales assistant who’s attending to them. While the employee’s personality obviously has no bearing on the price or your product’s ability to serve their needs is irrelevant. Friendly customer-facing staff will always attract more sales. Be rigorous in hiring people who are genuinely cheerful, friendly and outgoing. Make sure your training program teaches them to adopt a consistently friendly approach that puts customers at ease and feel like a priority.

Say you’re a bricks-and-mortar store and you’re getting a rush of customers as closing time approaches… why not close up an hour later ? While this may cause disgruntlement among staff, solve this provenant by getting creative with rosters. Monitor customer footfall throughout the day and week to identify your busiest periods, and staff people accordingly. You can also reduce headcount during quieter periods to offset the higher costs and longer working hours created by your extended opening hours. It’s a win-win !

Even in the digital age, some customers will always prefer to contact you by phone rather than mail or Facebook. While many online companies with tight margins eschew manned phone lines altogether, it’s worth giving customers the option of having a voice-to-voice conversation with your brand. By all means, slash the time and cost spent responding to queries by funnelling customers to standardized, pre-existing responses on your webpage ( i. e., FAQs ). But if their query isn’t listed in the drop-down menu of FAQs, then don’t make them click more than once more to find your phone number. Put it front and center on your web page, particularly if you’re a retail offering. ‘Live chat’ bots are an inexpensive way of offering real-time communication, too.

Why not give your happy customers a voucher with their purchase to redeem on your products and services ? If they love what you do already, they’re only going to love you more for this. It’s good for you because : It guarantees they will return to your store again. People hate to waste freebies ! When they return to your store to redeem their voucher, they may buy other items, too. If your business operates online, then the freebie could be strategically timed to coincide with a special sale. Oh, and guess what ? Chances are customers who have received vouchers or freebies won’t stay quiet about it either, so you could enjoy some positive buzz on social media.

Local businesses can arguably connect with their unique communities with much greater authority than any global chain. A local retailer, hair mobilier or gardening company can sponsor a kid’s sports team and offer deep discounts for OAPs at the same time. Some cinemas feature special ‘sensory’ screenings where parents can bring kids with autism ( who would normally be overwhelmed by busy, noisy environments ) to enjoy a movie in a relaxed, stress-free atmosphere. This reflects well on them and also guarantees them a loyal customer niche. Whatever you choose to do to support your community, make sure it authentically fits with your brand offering and journey to date.

Social media is a great medium through which to build a solid relationship with customers – just don’t forget what ‘social’ actually means ! Soul-less corporate shop-talk won’t work on Twitter. Try to give your brand some ‘personality’ when you write updates or posts. This can bring its own risks, of course. But if you get it right, the benefits can be très grande. Develop a tone of voice that aligns well with your brand identity. Seek to inform, help, entertain or amuse. And most importantly – given the dire PR consequences – don’t patronize, try too hard to be funny, or tweet after a few alcoholic drinks !

Sometimes it’s better to be a master of one discipline than a jack of all trades. Admittedly, multiple revenue streams do spread your risk : if one falters, others can take up the slack. Nevertheless, consumers often associate ‘specialists’ with higher quality products or services than generalists. And with good reason, too : specialists typically invest all their resources into perfecting a solo product or service. So what should you specialize in ? tera state the obvious, it should be something in which you excel. You could also pick something with rising or recession-proof demand which is resilient to technological change in which you possess a competitive advantage over your rivals or where there’s an obvious gap in your local market. Own it, whatever you do.

Don’t ever get too satisfied with your . You can always improve – and improve you must ! Don’t get me wrong : without the odd moment of smug satisfaction, what’s the point ? Do relish in the successful launch of a game-changing product or take pleasure in positive customer feedback. But don’t let your customers hear you banging on about it time after time ! Be alert to the common element that has led to the downfall of countless hitherto thriving brands : complacency. Imaginative, nimble and innovative start-ups often do better than big market leaders that just got lazy. You may be the disruptive innovator today, but tomorrow you could be the complacent market leader with a tired business model. So try to be humble and always strive to improve. Seek inspiration from other créateurs d'entreprise, from books and from seminars. The moment you think ‘mission accomplished’ is the same moment you become vulnerable to being usurped.

There are lots of ways in which you can improve your business, and not all of them are complicated ! Try out the above business tips or integrate them with your existing strategies, and let me know how you go in the comments below. Guest Author : Faye Ferris is responsible for the day-to-day management of the Dynamis APAC Pty Ltd offices in Sydney. She develops the DYNAMIS ne change pas of brands and their expansion into the Asia Pacific region as well as BusinessesForSale. com, FranchiseSales. com and PropertySales. com. If you have an interest in partnering up with Faye or advertising on any of these websites in the APAC territories, please do not hesitate to contact her on faye@businessesforsale. com.

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