Ack! It’s November, Already?

Oh, how quickly year end comes.  Summer slides by in a shimmer of sunscreen. The school year begins with a flurry of schedule changes. And BAM! We have 6 weeks before December 31st ends the calendar year. 

This is when we begin to get all of the “So… I want to buy or sell this company. Do you think we can get this deal done by year end?” emails and phone calls.  Yes, we know you have been busy.  Yes, it all flew by too fast for us, too.  Yes, we will try our darndest to get the deal done before you are sipping champagne to bring in the New Year.  But how can you help make this possible?  I am so glad you asked!

First, travel back in time and let us know this was coming.  Even if you don’t know all the details, if we know a deal is expected to close by year end, we can start planning our schedules now.  Turns out that your professional service providers have year end commitments, too.  AND you aren’t the only one trying to close a deal.  Weird, huh?

Second, help us help you.  We don’t need you to go to Google and find a draft contract to present.  But if you can come with bullet points of what you want and don’t want in the deal, what you can give on and what you can’t, and your biggest concerns, that will help us draft an agreement or revise a proposed document so that it actually fits your needs.

Third, get your ducks in a row as best you can.  For starters:

  • Get your books cleaned up.  Whether you are a buyer or seller, you will want to know where you were prior to the transaction.  Have you told your accountant that this is coming?  If not, stop reading this and do it right now.  No, right now.  OK?  Thank you.
  • If you are the seller:
    • Know what contracts you have, know the terms of them, and know where they are.  Want to be a rock star? Put together a chart of the contracts, the parties, the termination date (and renewal options, if any), and the need to inform or obtain consent from the other party if there is a transfer of ownership.
    • List all of your trademarks, copyrights, and patents.  Bonus points if you tell us if they are registered and what those registration numbers and renewal dates are.
    • Tell us who your biggest vendors, customers, referral sources, and other relationships are. 
  • Mark the information that is confidential.  What if the deal doesn’t go through?  You want to be sure they know what information you consider to be proprietary.
  • Come up with a plan to tell your employees.  Tell us that plan with plenty of time for us to let you know if that is a bad plan.  Or if there will be mass layoffs, that there is time to comply with the WARN Act.  

Don’t worry, there is more, but this will at least make it so we can get to those next questions.  And when we ask for more information, don’t fight us.  Really and truly, I need to know what that software license says about whether or not we need permission from the licensor before we can transfer it.  Yes, there have been deals that have been hung up because the licensor said “Not so fast. I need more information.” No, it isn’t necessarily a given that they will say yes to the transfer.  That is not the story you want to tell at the cocktail party about how your year end is going.

Finally, take a deep breath to the count of 5.  Hold it for a count of 5. Now breathe out for that same count of 5.  Repeat as needed.  This is a big deal, and it is during a normally stressful time of the year anyway.  Take a walk and come back with cold toes and fingers but a clear mind.  If you take no other advice from above, trust me on this one.  

Now let’s go get this deal done!

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