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Why deals fall through - everything you need to know

Successfully transferring a business from buyer to seller can be a delicate balancing act. Whether you are already in the midst of negotiations or anticipate being involved in the an upcoming business transfer, you can increase your chances of success by avoiding the following 10 “deal breakers”.1. Not Understanding the Process. You risk jeopardising the entire deal when either the buyer or the seller is unsure about the process. Managing the relationship effectively includes understanding the various stages prior to closing the deal and knowing when and how to reveal critical information (including your asking/offer price and terms).2. Loss of Momentum. The business transfer process typically takes longer than selling a house or piece of real estate. With a small local business community, there are limited opportunities to ‘get it right’. Keeping the momentum going will not only expedite the transfer, but it will also keep the parties from walking away from a potential deal out of sheer frustration.3. Lack of Transparency. As a business owner, you may be reluctant to share sensitive financial and operational information with “outsiders.” However, the Catch-22 is that prospective buyers will need as much information as possible in order to purchase decision and just as importantly, in order to obtain necessary financing.4. Inflexibility. When interests don’t overlap and neither party is being flexible, it can be difficult if not impossible to close a business deal. For a deal to close successfully, buyers and sellers need to listen to each other, consider each other’s needs and try to agree to a deal that works well for everyone. Just because you hoped for an all-cash sale, for example, doesn’t mean that it’s the only pathway to a successful closing.5. Buyers and/or Sellers Aren’t Filtering Successfully. Few things are as annoying to a seller as an uncommitted buyer who just wants to peek at his company’s financial information. Not only can it be dangerous to share this sensitive information, but it can also be a waste of time time that would be better utilized in running the company.As a buyer, you need to get the information you’re looking for quickly so you can, (1) determine whether you want to make an offer on the business and, (2) make an appropriate offer based on valid business and financial records. Save time by requesting only those documents you need to make an informed decision while politely declining information that is irrelevant to this stage of the due diligence process.6. Seller’s Remorse. There are many stories of the seller who really thinks he wants to sell, but who still hasn’t truly come to terms with giving up his “baby”. Before the sale can proceed successfully, the seller has to reach the stage where he is emotionally ready to commit and proceed with the transfer. If you’re a seller who is feeling remorseful about the decision to sell, there are a few things to keep in mind. First, recognize that the feelings are completely natural, given your closeness to the company and the amount of time you’ve invested in its growth. Secondly, have an honest discussion with prospective buyers so you feel comfortable with the sale. If you trust the buyer and agree with his vision for the company, it may be easier for you to clear the emotional hurdles that were holding you back.7. Misalignment of Interests. There is of course, a natural conflict of interests at least initially between buyers and sellers. While buyers want to reduce the cost of purchasing a business, sellers want to earn as big a profit as possible from the sale. It’s critical to the success of the deal, however, for both parties to recalibrate their approach and reach a mutual agreement to ‘row in the same direction’ as soon as possible. The longer the business purchase process drags out, the more difficult the transfer can become. In some instances, it can also negatively affect the business’ overall value.8. Breach of Confidentiality. From a seller’s perspective, selling a business can be a sensitive proposition. Not only does it involve the sharing of financial information with prospective buyers, but there could also be negative repercussions if staff members find out about the sale too early in the process. You don’t want staff to become insecure and start looking for alternate employment and you certainly don’t want competitors to get an advantage from inside information.9. Lack of Trust. Without an element of trust in a purchase and sale transaction, the chances of coming to an agreement are slim. This trust can be built by transparency in sharing and verification of information. Reveal problems upfront and avoid hiding negative information, as we seldom see distrustful potential buyers following through on a transaction.10. Lack of Due Diligence. Effective due diligence reduces the likelihood of unexpected negative surprises. With a transfer, does the business risk losing half of its sales force and all of the customers?This article is part of a series reflecting on some of the ‘best practice’ issues and considerations relevant to owners of privately held companies.Asgill Post provides Business Intermediary Services: Business Valuation and Business Purchase/Sale Assistance. For comments or queries, contact Kumi Bradshaw MBA, CBA, BVAL via email at kumi[AT]asgillpost.com