Closing and Post-Closing of the Business Sale
It’s not just you and the buyer anymore. There are now more people involved in the deal on both sides: accountants, lawyers, and tax specialists. Because each of these advisors sees the deal from their own perspective, there are bound to be many issues, and more requirements, that are brought up. Without someone to manage and guide all these parties, the process becomes chaotic.
We are the “glue” that holds all these people together. These are some of our responsibilities during this critical stage:
- Manage the due diligence process and ensure timelines are being adhered to. We create a repository to mitigate paperwork and manage the process efficiently.
- Make and execute a plan to remove all conditions on the deal.
- Make a plan to as to how staff and/or customers will be told about the transaction.
- Help you deal with the emotions that often arise during this stage. This is typically the time seller’s experience remorse or become concerned about the buyer’s motives.
- Develop a transition plan so all parties know what they do on the day of closing, and afterwards.
- Use meetings to strengthen the relationships between all parties involved so that everyone is working toward fairness in the transaction.
- Deal with the problems that inevitably arise. We have the experience to find creative ways to deal with a crisis and help everyone through it. It may be impossible to get through these issues in a way that is fair to all parties if you’re not highly experienced.
- Assist in developing the Purchase and Sale Agreement details and in the removal of certain conditions of the offer.
- Ensure that the lawyers don’t create more work than necessary, keeping legal costs down.
It’s common for sellers to believe they’re done after the deal has closed. This is rarely true. In most cases, there will be a number of issues to be resolved post closing—during the transition period—such as:
- Working with the new owner. Typically this involves full-time work for a period of time, followed by a part-time commitment, and then possible involvement on an ad-hoc basis. Each situation will be unique and will depend on the expertise of the buyer and other factors. Our goal is to help you transition out of the business as soon as possible.
- Determining working capital. Usually, the amount of working capital on the date of closing cannot be determined until a few weeks after closing. It’s only then that you will know the amount of the working capital adjustment and whether there is a deficiency that lowers your sale proceeds or a surplus that increases your sale proceeds.
- Arranging payments to you. If you have provided vendor financing to the buyer, or agreed to an earn-out, the payments of any amounts owing must be managed.