Neglecting to run the business
- One cannot neglect the day-to-day operations of the business while trying to sell the company. This is especially likely to occur when an owner allows too many prospective acquirers to look at the business. This can be avoided by using the services of a professional intermediary.
Placing too high a price on the business
- Acquirers generally have a good idea of what a particular business is worth in the marketplace or they have advisors who do. The old adage that one can always lower the price but not raise it doesn't work in selling a business. A shopworn business is doubly difficult to sell.
Failing to remind acquirers of confidentiality
- The more prospective acquirers that visit a business, the more likely that confidentiality will be breached. This is another good reason to use a professional intermediary - a professional intermediary will qualify an acquirer prior to even revealing the name of the business.
Selling impulsively
- This probably needs little explanation. One of the biggest reasons deals fall apart is that the seller really wasn't ready to sell. Don't go to market unless you are really ready to sell.
Not anticipating the requests of acquirers
- Sellers should get all of the paperwork, information, etc., ready that they would like to see if they were buying the business. This should be done prior to taking the business to market.
Being a nitpicking negotiator
- Sellers who try to negotiate every little point, or try to win on every point, will force most acquirers to walk away from a deal. A good negotiation is a win-win for everyone. Pick your battles by being willing to give in areas that aren't really that important and stressing only the ones that are.
Not willing to stick around after the deal
- Many sellers don't want to stick around after the sale. But, many acquirers want the seller to stay after the sale as it reduces the new owner's risk and allows for an orderly transfer of management.
Inflexibility in the structure of the deal
- Most sellers start off wanting an all-cash deal. Very few end up that way. An inflexible seller trying to find an all-cash acquirer creates a major obstacle in selling a business.
Letting the deal drag
- Almost all successful business intermediaries and transaction attorneys will tell you that the longer a deal drags on, the more likely it is that it will never close. The longer it goes, the more likely it is that skeletons will come out of the closet on both sides.
Failing to conduct due diligence on the acquirer
- Many sellers neglect due diligence. And yet, that's exactly what the acquirer is doing on the seller and the company. Is the acquirer qualified not only financially, but operationally? Can he or she run the company?
Not using experienced advisors
- Using the family attorney who is also a close friend may be comfortable, but may not be a good choice. A good experienced transaction attorney is a most valuable asset. A professional transaction intermediary is also a wise investment. Surround yourself with the best you can - because the acquirer is probably going to do so.
Experienced deal-makers and advisors report that only about 50 percent of the deals that get to the Letter of Intent stage actually close. The reason is often one or more of the eleven points listed above - on the buy side or the sell side or both.