There are many different styles of negotiating when getting a deal done.  Some of the most useful and realistic ways to approach various scenarios are fairly simple but they can be easy to overlook.  Below are ten strategies that will improve your odds of getting a deal done.

1. Be confident – The way to become confident in any transaction is to always be prepared.  You will find greater confidence by anticipating issues that could arise in the course of negotiations.  You will need to spend many hours reviewing the material that is important to the deal as well as any related information.

2. Ask for more than you actually expect to receive – By asking for more than you actually expect to receive, you are establishing a perceived value to the other side that may be beyond actual value.  This concept also provides room to compromise later if you need to do so and still, helps to achieve a transaction that meets your expectations.  By asking for more than you expect, it gives the other side the feeling that they have won a point or two when expectations are lowered.

3. Be patient but keep a realistic timetable – One of the issues that you will have to keep in mind is the timeframe under which you work.  Deals always take time to complete yet by controlling the timetable you can push the other side as quickly as possible.  It is a good idea to continually give the other side a timeframe that requires certain conditions be met at specified times.

4. Be personal and let others try to get to know you as a person – It is helpful in negotiations to let the other side get to know you and also for you to get to know them.  This helps to bring things in focus and helps make the negotiations more personal, which can create better lines of communication.

5. Try not to burn bridges – Emotions will certainly enter the picture at various times during the process.  Do not let emotions play a role and always try to leave the door open if and when negotiations stall because there is usually another opportunity to reopen the door later.

6. Recognize different personalities – It is not uncommon to deal with others that might test your patience.  Be aware that it is important to be careful in your reactions to the way others try to negotiate.  If you are flexible and do not take things personally, the process is smoothed.

7. Be honest but firm – Know the facts and do not say something or reveal information that may come back to haunt you.  If you do not know something, say so.  Advise the other side that you will get back to them after you have confirmed the information.  This keeps things in perspective and sometimes helps move the deal along.

8. Pick your battles – There are times in any negotiation to draw the line and other times to be flexible.  Sometimes others want to draw the line in the sand at an early stage of the negotiation.  Attempt to show them that this is not the time to battle over a certain item that can be dealt with at another time.  Keep the end goal in mind and be careful when picking up your battles.

9. Do not take shortcuts – In the deal process, others may want to take shortcuts in trying to move to the next step.  Never trust in shortcuts.

10. Do not be afraid to lighten things up with humor – In all deals there are tense moments that may cause stress to all concerned.  Sometimes the use of appropriate humor helps to lighten the mood and move the process along.

-Bradley G. Marlor MBA, CBI is a Managing Partner at Utah Business Consultants and a Certified Business Intermediary. Utah Business Consultants is a full-service Business Brokerage and Valuation firm.

Within the broad business world, the term “exit planning” has become more and more important over the years. As many Baby Boomers reaching retirement age are selling their businesses, this kind of thing is becoming more common in the last few years, requiring experts who know this landscape and how to navigate it.

At Utah Business Consultants, we’re here to help. We have a step-by-step exit planning process that will help you properly value and expeditiously generate buyers and a positive purchase agreement. One thing we’ve noticed, though? Not everyone in the finance world defines exit planning the same way, and when this is applied badly, it can lead to exit planning efforts that fail. Let’s go over the simple definition of exit planning, how different parts of a business or outside consultants might interpret this definition, and how to ensure all parties are on the same page if you’re looking to create an exit plan.

Basic Definition

In the broadest sense possible, exit planning refers to the process of developing a strategy for transferring or selling a business. In some cases, this refers to a succession strategy that passes the business on to a new generation. In others, it could be a sale to employees, another entrepreneur, or even a larger company. In still others, an exit could refer to an orderly dissolution.

Different Interpretations

The above seems simple enough, but various entities inside or associated with a given business may have slightly varying definitions of exit planning and how they serve clients in this realm. Let’s look at a few of these actors:

• Accountants will talk to clients about structuring businesses and holdings to be in compliance with the IRS and avoid major taxes during a transfer or sale.
• Wealth managers will provide retirement projections and help with lifestyle considerations.
• Estate attorneys will help protect assets and keep inheritance transfers above board.
• Business brokers will help value and list a company to be acquired.
• Consultants will recommend ways to increase business value before a sale.
• Insurance brokers will write policies to protect owners, families and companies against departures or key employee absences.

Coordinating Plans

As the savvy businessperson will note when reading the section above, exit planning requires coordination of the groups we listed. If each entity involved in a potential sale or transfer is operating independently and without central guidance, plans will come crashing down. Perhaps the single largest factor in a good exit plan is ensuring you have these different entities all on the same page well in advance, so that when it comes time for an actual sale or transfer, everything is in place.

For more on how we can help here, or to learn about any of our business exit planning services, speak to the pros at Utah Business Consultants today.

Sure, you want a big payoff, but when it comes to selling your business, money should not be the only consideration.  You don’t want just any buyer, you want the best buyer. With the market we’re now experiencing, many sellers are getting multiple offers, but the buyers they choose aren’t always the ones offering the most money.

Would you consider a lower price for a buyer that fits the company’s culture?  Would you consider an offer that’s a million dollars lower if it meant the difference between years of seller financing and cash at close?

It’s common for deal structures to include a variety of options which must be carefully considered and evaluated, long before you get to the negotiating table.

You may not realize it, but you’re positioning and negotiating from day one of a sale. Be sure your priorities are well thought out or you might give a buyer the wrong impression which can have serious consequences.  There aren’t any wrong answers – your priorities should be what you feel is important.

A prospective buyer may ask how long you’ll stick around after the sale and you may casually respond that you’ll be around as long as needed.  Then you find out that the buyer is thinking about a two-year transition when you and your wife had been discussing a potential move to Florida.

Something like that could blow up a deal. Had your initial response been that you would be around three to six months and then could provide consulting services from Florida, the buyer would not be counting on long-term support.  Remember, it’s always easier to give the buyer more than expected than take something away.

As a seller, there are some common decisions you may have to make:

Financing – Do you prefer a higher offer with some seller financing or a lower offer with cash at close?

Transition – Are you looking for a quick exit?  Does the buyer expect a lengthy transition? 

Employees – Sellers are often very protective of their employees.  Will the buyer relocate or replace staff?

Ownership – Are you looking to maintain a minority stake for yourself or your family?

Legacy – Most sellers don’t want to cash out and watch the company erode. Ten years from now they want to look at a successful business that they had a hand in building.

Real Estate – Is the buyer interested in your building?  Some sellers prefer to keep the real estate and draw rental income. If the buyer doesn’t want your facility, how soon can you fill it?

Trust – Do you trust the buyer?  Some sellers will pass up higher offers to work with a buyer they feel better about.

Even if you know your preferences, you may not get everything you want when making a deal.  A reputable business broker or intermediary will be sure that the right questions are asked to help you organize your thoughts; review your priorities and understand what the market will bear.  In the end, you’ll find yourself in a better position to negotiate and close the deal—without sacrificing your goals.

Wayne A. Simpson CPA, M&AMI is a Managing Partner at Utah Business Consultants and a Merger & Acquisition Master Intermediary with the M&A Source. Utah Business Consultants is a full-service Business Brokerage and Valuation firm.

Selling a business and walking away can be very difficult.  But in many cases, there’s a transition (“training” and/or “consulting”) period dependent on the size of the company and the role of the owner.  Transitions may be as short as a month or two or as long as a year.  In most situations, the buyer wants the seller to remain on board to shorten the learning curve and help with the smooth transfer of key relationships.

In the typical business sale, a transition period of four to eight weeks is included, and sometimes a “telephone consulting period” is added (e.g., 6 months of telephone consulting not to exceed 5 hours per month).  Also, the seller may additionally be retained as a consultant at a negotiated rate.  In some instances, a long-term employment contract is negotiated and the seller maintains daily involvement for a much longer period of time.

For the owner who wants to sell the company and leave quickly, the focus should be on the development of a strong management team.  Be sure to introduce key employees/managers to your major customers and vendors and look at ways to delegate responsibilities.  The more the customers think they are interacting with “the company” versus the “owner” the easier the transition.

If you’ve established a good management team, less time will be required for the transition to the new owner.  In addition, a well developed team usually adds value to the sale.

Occasionally there are owners who want to sell but just aren’t ready to quit working.   They may be looking to sell early to get a premium price while the market is in their favor or to get away from unwanted or overwhelming administrative and management duties.

Either way, long-term employment contracts can be included in the sale agreement.  The seller can stay on board and work with the business a few more years while still drawing an income and benefits.  A number of Private Equity Groups are asking the seller to maintain a minority ownership of 10% - 20%. If the owner wants to stick around for a while, maintaining a small ownership can provide them a nice second payday.

If you’re selling your business, in most cases you won’t be able to walk away the day after the sale and in most cases, you probably don’t want to.  Talk to your business intermediary about the true timeline of the sale and transition.  If you want to sell while the price is right, but you’re not quite ready to leave immediately, consider the options available to sell now and maintain a role with the company.

Wayne A. Simpson CPA, M&AMI is a Managing Partner at Utah Business Consultants and a Merger & Acquisition Master Intermediary with the M&A Source. Utah Business Consultants is a full-service Business Brokerage and Valuation firm.