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IT'S TIME TO HEAD FOR THE HILLS The different reasons for selling up - Personal objectives - Why an exit strategy is needed - When to start planning your exit - Dealing with confidentiality. |
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FIND THE RIGHT TRAIL The alternative ways of selling a business - Public share offering - The London Stock Exchange - Amex - Ofex - Trade sale - Management buy out - Management buy in - Hybrid buy in - Acquisition - Voluntary liquidation - Compulsory liquidation. |
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HEAD THEM OFF AT THE PASS How to prepare the business before you begin to market it - Cosmetic improvements that will make a good first impression - Operational improvements that will excite the buyer - Structural improvements that will add a wow factor - Legal improvements that will stop your buyer walking away from the deal - The fiddle problem. |
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HIRED GUNS Why you need professional advisors - Where to find the good ones - The selection process to get the right ones for you - Negotiating fees - What your advisors should do for you - Avoiding conflicts of interest. |
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HOW MUCH IS IT WORTH? Why you need a valuation of the business - The different methods used - Valuing minority shareholdings - The conditions needed for an open market - Defining a fair price - Net asset value - Comparison with a similar company - Using return on investment to calculate value - The value of goodwill. |
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HOWDY STRANGER How to begin to market your company - The advantages and drawbacks of advertising - Creating a buyer shortlist - Who to include and avoid - Why you need to keep control - Creating initial sales particulars that will attract the right buyer - Making the approach - Why you need confidentiality agreements and how they work - What to include in a stunning business profile - Dealing with unusual visitors. |
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LET'S DEAL Negotiating the deal - How to prepare for the negotiation - Establishing your objectives - Building in flexibility - The right place to conduct the negotiations - How to conduct the negotiation - Why you use the 'we' word - Listing the issues - Making the agenda work for you - Refining issues to your advantage - When to use your fall back positions - Communicating with your team during the negotiations - How to deal with nasty surprises - Adding value to the deal with concessions - How to avoid overplaying your position -Heads of Agreement and what they do. |
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HERE COMES THE POSSE Due diligence - where the term comes from - What it means - Why the buyer conducts due diligence - The right way to answer questions - How to use your lawyer - Keeping copies - The benefits of full disclosure - The questions that will get asked - What the auditors are looking for - How to avoid a clash of culture - The fairness of due diligence. |
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BACK AT THE RANCH Keeping the business going - The buyer is watching - How to keep your staff motivated - Ways to reduce the effects of stress - Preparing a cover story - Why you should make no structural changes - Avoiding short term gains - Your role as a caretaker. |
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IT'S A CONTRACT JIM, BUT NOT AS WE KNOW IT Purchase / Share Sale Agreements - What they are - How they protect the buyer - The structure of a Share Sale Agreement - What it includes - Definitions - Consideration - Completion - Completion accounts - Escrow accounts - Warranties and representations - Tax covenants - Restrictive covenants - Understanding the jargon - Negotiating through the lawyers - Using other lines of communication. |
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WE MEET AT DUSK The completion meeting - What it is for - Who attends - Where it takes place - Timing - A stressful climax - Getting your paperwork ready - What happens during the completion meeting - How to make it a formality - What happens to the money. |
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RIDING INTO THE SUNSET Dealing with announcements - Telling the staff - Handing over control - Consultancy agreements - Stocktaking - Completion accounts - Honouring your obligations - What next. |