What Helps a Business Sale Actually Reach the Closing Table?
Receiving an offer on your business is a major milestone, but experienced buyers, sellers, and advisors know that an accepted offer is only one step in the transaction process. The real challenge is navigating the weeks (or sometimes months) between an agreement and a successful closing.
While some deals are derailed by unforeseen events, most transactions succeed or fail based on preparation, communication, and expectations.
Here are four factors that consistently contribute to successful business sales.
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1. Alignment Starts Early
One of the most common reasons transactions stall is that the buyer and seller never fully align on the key terms of the deal. Price is important, but it’s only one piece of the puzzle. Financing terms, transition support, training periods, inventory, working capital, lease arrangements, and other details can all influence whether a transaction moves smoothly toward closing.
The strongest deals are built on clear communication from the beginning. Buyers understand what they’re purchasing, sellers understand what’s expected of them, and both parties have confidence that no major unanswered questions are waiting to surface later.
The more clarity established upfront, the fewer surprises emerge during due diligence.
2. Patience Is Part of the Process
Business transactions involve many moving parts. Financial reviews, legal documentation, financing approvals, lease assignments, licensing requirements, and other details all require time and coordination. Even relatively straightforward transactions rarely happen overnight.
Successful buyers and sellers understand that progress matters more than speed. They stay focused on solving problems rather than becoming frustrated by every delay or request for information. The goal is not simply to close quickly; it’s to close correctly.
3. Transparency Builds Trust
Few businesses are perfect. Every company has challenges, risks, or areas that could be improved. The key is addressing those realities honestly and early in the process.
When sellers are transparent about operational issues, customer concentration, employee concerns, or financial considerations, buyers can evaluate those factors appropriately. When buyers are upfront about financing needs, timelines, or concerns, sellers can respond accordingly.
Deals rarely fall apart because of known problems. They fall apart because of unexpected ones. Transparency builds trust, and trust keeps transactions moving forward.
4. Both Parties Need to Win
The most successful transactions are not ones where one side “wins” and the other side “loses.” Instead, they are deals where both buyer and seller believe they achieved their objectives. The seller receives fair value for years of hard work and investment. The buyer acquires an opportunity they believe can help them achieve their own financial and professional goals.
When both parties view the transaction as a positive outcome, negotiations become more collaborative, and the closing process becomes far more manageable.
Closing Is the Result of Preparation
A successful business sale is rarely the result of luck. It is usually the product of clear expectations, open communication, realistic timelines, and a commitment from both sides to work toward a mutually beneficial outcome.
For business owners considering a future sale, preparation begins long before a buyer appears. The more organized and informed the process, the greater the likelihood that an accepted offer ultimately becomes a completed transaction.
Copyright: Business Brokerage Press, Inc.
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A Smart Buyer’s Guide to Evaluating A Business Opportunity
A deal may first look attractive on paper. However, without digging deeper, you may risk problems that are not immediately visible. We recommend always being curious. Ask direct questions, as this will give you a clearer picture of what you are actually buying and help you avoid surprises later. Let’s take a closer look at how to best evaluate a business through asking questions.
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Examine the Asking Price
It is a good idea to consider how the seller determined the asking price. The explanation should be clear and supported by solid financial data. If the reasoning feels vague or unsupported, it could be a strong signal to proceed carefully. Transparent and well-documented financials are at the basis of any sound acquisition, and reviewing them thoroughly should be a priority from the outset.
Understand Seller Motivations
You will also want to try to understand the seller’s motivations. If the business does not sell, what will the owner do next? If you can get answers to these kinds of questions, it can reveal how flexible sellers may be during negotiations and whether they feel pressure to close the deal. This insight can be useful when structuring an offer.
Assess Fit and Capability
Beyond numbers and strategy, consider whether the business is the right fit for you. Every company requires a specific mix of skills and experience. Understanding what it takes to run the operation successfully helps you evaluate whether you are prepared to step in and lead effectively. Even a profitable business can struggle under the wrong management.
Identify Risks and Dependencies
Another important area to ask about is whether or not there are any past or potential legal issues. If so, you will want to evaluate these as well as other issues that could threaten stability, such as reliance on a single major customer or vendor. These factors can significantly impact the long-term success of the business and should not be overlooked.
Review Operations
If the business has well-documented procedures, this can make transitions smoother and reduce the likelihood of disruption after the sale. It is also important to understand what employees plan to do once ownership changes hands. This way you can anticipate staffing challenges and maintain continuity.
Learn From the Seller’s Experience
Exploring the seller’s perspective can be very valuable. You might want to ask what they would have done differently. This simple question can uncover missed opportunities, inefficiencies, or lessons learned over time. When you ask the seller questions, this can highlight areas where you might improve the business. You may also gain insight into pitfalls that could repeat under new ownership. If a seller is open about their experiences, these insights can greatly benefit you.
The more information you gather during the sales process, the better. Each question you ask will strengthen your understanding of the opportunity in front of you. Taking the time to investigate is not just due diligence. It is the foundation for making a confident and informed decision.
Copyright: Business Brokerage Press, Inc.
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The Risks of Under-Reporting Income for Business Owners
One of the most critical questions for prospective buyers, investors, and lenders is understanding a business’s true income. However, it should come as no surprise that the party most invested in uncovering this information is the Internal Revenue Service (IRS).
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Why is determining a business’s real income so difficult? While financial records should provide a clear picture, business owners often engage in practices ranging from minor adjustments to outright fraud in order to minimize reported income and reduce their tax liabilities. In fact, the IRS estimates that two out of three business owners under-report their income.
Even if a business owner somehow evades detection, this dishonest reporting can create significant challenges when it’s time to sell. Business owners, even those not yet considering a sale, should start preparing by presenting their company as a profitable, legitimate enterprise. A buyer will scrutinize not just the numbers, but also the history behind them. That means that any discrepancies between the books and the tax returns will be a red flag. A fresh narrative about the business’ potential is unlikely to convince a buyer, who will be more interested in tangible evidence of consistent and legitimate profitability.
Here are some steps for business owners to position their business favorably when the time to sell comes:
Think Long-Term
Instead of focusing on short-term tax savings, business owners should prioritize showing long-term profitability. Buyers are looking for businesses that demonstrate consistent, strong performance over a period of time. By ensuring your records reflect maximum profits for each quarter, you can create a more attractive picture for potential buyers. The more stable and profitable your business appears, the easier it will be to justify a higher asking price.
Review and Adjust Past Records
It’s important to take a step back and carefully review past financial statements. If your business has experienced growth, but that growth isn’t reflected in your tax returns or financial reports, now is the time to adjust those numbers. Go through the past few months of records and adjust them to present a clearer, more accurate picture of the business’ financial health. This work will not only improve your credibility with buyers but also set a more favorable stage for future negotiations.
Reconstruct Historical Financials
If necessary, look back even further to reconstruct your financial records in a way that reflects the true profitability of your business over a more extended period. This process involves carefully revisiting past transactions, correcting any under-reported income, and ensuring that your financial history aligns with the real growth of the business. Although it may require additional effort, having accurate financial records that reflect the business’ legitimate success will go a long way toward building trust with potential buyers and lenders.
List Tax-Deductible Expenses and Benefits
As part of your effort to present a more truthful financial picture, it’s crucial to itemize all tax-deductible expenses, such as salaries, fringe benefits, and other perks that are allowed by the IRS. These items provide ongoing value to the business and should be clearly listed in your records. Doing so can help increase the perceived value of your business. Buyers will appreciate knowing the business is efficiently managing its finances while taking full advantage of available deductions.
By addressing these areas, you can not only improve the appeal of your business to potential buyers but also enhance your chances with lenders and investors. Most importantly, truthful financial reporting will keep the IRS focused on someone else’s business.
Copyright: Business Brokerage Press, Inc.
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5 Questions Sellers Must Ask to Choose the Right Business Broker
When a business owner wants to sell a business, they just can’t wait to finish the task as soon as possible. However, selling a business is often a complex and challenging process, requiring careful planning, negotiation, and execution. Thus, it’s advisable to seek the assistance of a business broker to locate potential buyers and smooth out the process. The choice of a business broker can make a huge difference in how fast you sell your business without compromising on its value. In this blog post, we’ll look into the factors that ensure you select the best broker by asking these 5 most important questions.
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1. What Are Your Experience and Credentials?
The primary factor that you should evaluate while choosing the best business broker is the level of experience they have and asking about their credentials. You should ensure that the broker you choose has specific experience in your industry. Seek out a broker who works full-time in selling businesses, is trained in doing so, and works at businesses full-time. It’s best to find a broker that has access to resources and spends money on advertising for buyers.
A broker who is committed to their education and credentials should have completed a specific real estate program approved by the Real Estate Council of Ontario (RECO). A broker who has passed all the criteria outlined by RECO assures you that the broker you have chosen has completed their education, is updated with industry regulations, and follows best practices.
Ensure that you look for answers to certain questions, such as:
- How many years have they been in business?
- How many businesses similar to yours have they sold?
- What is their success rate in closing deals?
2. What Is Your Marketing Strategy?
A lot of Ontario Business Brokerage services make promises to attract buyers; however, we all know that promises are not enough. Instead, you should discuss the strategies they will use to advertise and market your sales and the steps taken by them and their team to maintain the confidentiality of your sales.
Seek out brokers who use a multi-faceted marketing approach, including online listings, targeted outreach, networking events, and industry publications. The right business brokerage service has an online and offline strategy to be prepared for both scenarios.
Most of the business lies in promoting the business and attracting quality prospective buyers. The right strategies followed by brokers could strongly impact strategic marketing and utilize the best technology or offline resources to attract quality prospective buyers. A reliable broker has a well-respected and trusted advisor in your community and is well-connected with good relationships with accountants, lawyers, bankers, and other small business professionals. Transparency and communication are key; ensure that the broker provides regular updates and reports on the progress of their marketing efforts.
Seek answers to questions such as:
- What platforms and channels will they use to advertise your business, or have they used them in the past for businesses similar to yours?
- How will they leverage their network and connections to identify suitable buyers?
3. How Will You Handle Confidentiality?
Confidentiality is one of the primary factors that all business sellers want to maintain while selling their businesses. You must become clear on how you will protect your confidentiality while selling the business. Enquire whether your Local Business Broker has policies in place to keep the sale of the business confidential.
If the news about the sales leaks out regarding selling your business, it could disrupt the environment of the company and prompt the situation of mass exit of some of the hardworking or loyal employees, affecting your sales negatively and reducing the final sale price. Also, there is the risk that your competitors will gain a competitive advantage. This is why it is important to learn what the broker will put in place to safeguard information from being exposed to the wrong people.
4. What Process Will the Broker Use to Screen Prospects?
It’s a time- and effort-consuming task to find a business seller to meet every potential buyer. The endless prospect meetings could result in huge time consumption or breaches of confidentiality. The primary role of the broker is to screen genuine and serious prospects. Reliable brokers have an established screening process and typically meet the potential buyers for several hours to allow them to proceed further down the sale path.
A reliable broker will make you sign the non-disclosure agreement (NDA) to maintain confidentiality. Next, the broker will gather basic information about the buyer’s background, interests, and financial capabilities to ensure you do not have to deal with contenders who are not serious about buying your business. Reliable brokers always request proof of funds or a letter of pre-approval from a lender. This helps the broker evaluate the buyer’s ability to financially support the purchase of the business.
5. What are Your Charges?
The last but not least question you need to evaluate is the fee charged by the Business Brokers In Ontario services. Ask potential brokers to explain their fee arrangement and any additional costs associated with their services. Will they charge a flat fee, a percentage of the sale price, or a combination of both?
A reliable broker is transparent about their finances and expenses.
Remember, Ontario Business Broker fees are not the sole criteria to boil down to one broker, but the fees can often be indicative of the amount of work they are willing to dedicate to the business. A comparison of borrower fees should go beyond just the numbers and include the actual work entailed. The justified fees would cover a range of quality services, such as undertaking the valuation, financial recasting, professional write-ups about the business, offline and online marketing, negotiation and deal structuring, and due diligence management.
Conclusion
In conclusion, choosing the right business broker is crucial for any business seller. Sellers can make a well-informed decision by asking these five essential questions regarding the broker’s experience, marketing strategy, confidentiality measures, prospect screening process, and fee structure. Selecting a reputable and experienced broker can significantly impact the success of the business sale process and ensure a smooth and profitable transaction.
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Considering Seller Financing
Many sellers are surprised to learn that seller financing is very common. In fact, sellers should realize that there is a good chance that in order to sell their business, they will have to consider offering seller financing.
Table of Contents:
- What is Seller Financing?
- Benefits of This Approach
- Due Diligence is Essential
- Safeguards to Utilize
What is Seller Financing?
Seller financing essentially occurs when the seller provides a loan to cover some part of the purchase price. It is common for the rest of the purchase price to be covered by a combination of a down payment and additional financing sources.
Benefits of This Approach
At the end of the day, seller financing means that the seller serves as sort of a bank for the buyer. While many sellers may not like this prospect, seller financing can offer many benefits. Two key benefits are that potential difficulties of working with a real bank are bypassed, and sellers often enjoy a higher final sale price.
Most business brokers strongly encourage sellers to consider seller financing. One reason brokerage professionals favor the seller financing option is that it helps stimulate buyer interest. A seller who believes in their business enough to offer seller financing can expect buyers to take notice and respond. Sellers with confidence in their business can expect buyers to be eager to learn more.
Due Diligence is Essential
Sellers who choose to offer seller financing will still have to perform all necessary due diligence. Working with a bank does have its benefits; for example, a bank will check a potential buyer’s financial statements as well as their credit reports and more.
Without the involvement of a bank, the seller is responsible for performing due diligence and checking that the buyer has a low risk of default. While seller financing opens up many possibilities for sellers, it is important that sellers also realize that this route comes with additional responsibilities.
Safeguards to Utilize
There are a variety of safeguards that sellers can use to help protect themselves when offering seller financing, and once again, brokerage professionals can be invaluable guides in this regard. Contracts often allow for the seller to take back the business within a 30-to-60-day window if financing fails. Another helpful clause for businesses centered on inventory is that the new owners are required to maintain a predetermined level of inventory during the payment period.
Thanks to seller financing, both buyers and sellers can benefit in a range of ways. Sellers who opt for seller financing usually discover that they receive a good deal of attention from buyers. Buyers enjoy greater financing flexibility and have a very clear indicator that the seller has confidence in the business. While seller financing does come with a good deal of paperwork, it is an option that buyers and sellers alike should consider.
Copyright: Business Brokerage Press, Inc.
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7 Important Questions to Ask Yourself When Selling A Business
There is no denying the fact that for most people, the decision to buy or sell a business is one of the most important professional and financial decisions that they will ever make. Let’s turn our attention to some of the key questions you’ll need to ask.
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1. What Is Really for Sale?
You’ll need to determine what is, and is not, for sale. If you own machinery or real estate associated with the business, are those items to be included in the sale?
2. What Assets Bring in Revenue?
One important factor to consider when preparing a business to be sold is what assets are earning money. If you have assets that are not earning money, then it may or may not be prudent to sell those assets.
3. What Is Proprietary?
Buyers and sellers alike will want to consider what is proprietary. Anything from software and patents to formulations can be extremely valuable. Sellers will want to give substantial thought to how to best frame any proprietary property that they have in the best light. Buyers will want to carefully evaluate proprietary property to try to ascertain an accurate value. Outside experts may be needed to make an accurate assessment.
4. What’s Your Competitive Advantage?
A business’s competitive advantage should be of importance to buyers and sellers. A seller should focus on understanding their competitive advantage, whether it is a certain niche, a superior manufacturing process or product, better marketing or a range of other factors. Properly framing your competitive advantage can help buyers see the full, and even untapped, value of your business.
5. What Is Your Growth Potential?
Buyers will want to consider factors such as whether or not the business has the potential to grow. If the business can’t be grown, then buyers should include this fact in their final decision and/or offer.
6. What Agreements Do You Have in Place?
Other factors such as employee agreements, non-competes, and the depth of management are all areas of concern for a prospective buyer. Buyers will want to consider if the seller has secured agreements from key employees and how dependent the business is on an owner/manager.
7. What Relevant Financial Information Will a Buyer Want to Know?
Understanding how much working capital is needed to run the business and how financial reporting is undertaken are other factors that should not be glossed over.
If you are preparing to sell your business it is worth the time to pause and think about what your business might look like to a buyer. In short, what would you think of your business if you were the buyer and what questions would you ask?
Buying or selling a business is complex. Every single business is different and that means there is no 100% standardized approach and route towards success. A seasoned, experienced and professional business broker or M&A advisor can help guide buyers and sellers alike towards optimal outcomes.
Copyright: Business Brokerage Press, Inc.
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How Sellers Can Boost Their Levels of Success
Many buyers view a publicly-held company as virtually being an open book with at least a modest level of transparency, whereas privately-held companies reveal much less about their inner workings, financial, and otherwise. Of course, this means that buyers of privately-held companies are left with no choice but to dig through whatever information is available in an effort to determine if a valuation or price indeed reflects reality.
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Comparing Publicly and Privately Held Companies
Determining the price on a privately-held company is typically more time-consuming since privately-held companies don’t have to deal with audited financial statements. But why do most privately-held companies typically forgo the process? Audited financial statements are expensive, and it is this expense that often prevents companies from going public. A publicly-held company is expected to reveal significantly more information, including often sensitive financial information.
What Sellers Can Do
If you’re a seller, you can take steps to make the process a bit easier for buyers. One step is to work closely with your accountant in an effort to ensure that the numbers are not just accurate, but are also presented in a concise and easy to understand fashion. This move serves to boost trust between buyers and sellers and, in turn, can increase the chances of selling your business.
Determining value is another area where sellers of privately-held companies can take steps to assist buyers in determining price or value. Sellers should consider opting for an outside appraiser or expert when it comes to determining the value of their business. The opinion of an outside expert clearly carries more weight, and using an outside expert is yet another step that sellers can take to boost overall trust with buyers.
Establish Your Bottom Line
Another key step is for sellers to establish their wish price. The wish price can be thought of as what price the seller would ultimately like to receive. It is also helpful for sellers to know well in advance what their lowest possible price for their business would be.
When establishing a price, there are several areas of the business where sellers can expect buyers to pay special attention. Here are a few areas that buyers are likely to explore:
- Size and scope of customer base
- Needs for capital expenditures
- Overall stability of the market
- Stability of earnings
- The general landscape of competitors
- Businesses relationships with suppliers
As with all transactions, the marketplace will have the final word regarding the sale of any business. Sellers should expect to receive a price somewhere between their asking price and their lowest price. But taking the right steps throughout the process can definitely make the process go more smoothly and boost the chances of success.
Copyright: Business Brokerage Press, Inc.
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Questions to Ask When Negotiating a Deal
Almost every sale of a business involves a high degree of negotiation between buyers and sellers. In this article, we share some of the questions you can ask yourself to prepare for this part of the process. After all, optimal outcomes are typically only achieved through proper negotiation strategies. Keep in mind that one of the key strengths possessed by Business Brokers and M&A Advisors is expertise and skills in negotiating deals.
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Can Both Parties Split the Difference?
If the buyer and seller can’t agree on a number, one negotiating tactic is to have them split the difference. This is a tactic that is simple to understand, and it shows both parties that the other is willing to be flexible. This reveals a good degree of goodwill and can serve to not only keep both parties talking, but also lower any pre-existing tensions. When both parties are still at the table, there is still hope that a deal can be reached. This tactic serves to continue the discussions and can often be highly beneficial.
Can the Buyer and Seller Better Understand One Another?
When it comes to good negotiations, one of the goals is for both parties to seek to understand one another. Sometimes a buyer or seller’s needs don’t even involve the numbers on paper. Instead, they may be seeking to adjust terms to make them more conducive to their overall goals. If you can keep an open mind and seek to better understand what the other party is ultimately looking for, it can go a long way in making the deal happen.
Can You Bring in a Professional?
There is an old saying that says, “Never negotiate your own deal.” One of the benefits of bringing in a brokerage professional is that this third party won’t have the same level of emotional investment. This means that he or she can keep a neutral perspective and be more apt to see things from both sides. Sometimes a new perspective can work wonders. Further, a brokerage professional will understand the myriad of complex factors that must be successfully resolved before the deal is finalized. A Business Broker or M&A Advisor will have tips and techniques that can only be gained from years of first-hand exposure to making deals happen.
Copyright: Business Brokerage Press, Inc.
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The Importance of Quality Negotiations
When it comes to finalizing deals, successful negotiations are at the heart of the matter. It only makes sense to think about how to improve your communication skills and to choose a Business Broker or M&A Advisor who is well-versed in the art of negotiation.
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Cultivating Win-Win Situations
Achieving a win-win for all parties is essential, and there are many components involved. It’s essential to understand what the other party is seeking and to help them also feel as though they succeeded in the deal.
One tried and tested strategy is to lead people through a series of “yeses” by starting with topics and points that can be agreed upon and then working forward. In the beginning of this negotiating strategy, the yeses may come from getting others to agree on what may be seen as trivial things. However, this step works to create the right climate for moving forward so that yeses can be obtained on more important issues.
Maintaining the Flow of Information
The flow of information is a critical aspect of the negotiation process. For this reason, it’s best for negotiations between buyers and sellers to go through their brokerage professionals, rather than conducted directly.
The simple fact is that otherwise there are too many variables and opportunities for something to go wrong, ranging from egos getting in the way to miscommunications. When you choose a qualified Business Broker or M&A Advisor, you’ll be able to place trust in that person to achieve optimal outcomes.
Understand One Another
It is important to keep the other side talking and show that you understand their perspective and the issues they may have. It is in this way that you can encourage cooperation and diffuse resistance in advance.
Ultimately, great negotiations stem from proper strategy, preparation, proper education, enhanced communication, and understanding the other party’s needs. When you and your Business Broker or M&A Advisor foster good communications with the other party, it will enhance the chances of achieving the kind of cooperation you are seeking. This in turn, dramatically increases the chances of achieving win-win outcomes.
Copyright: Business Brokerage Press, Inc.
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The Sale of a Business May Actually Excite Employees
Many sellers worry that employees might “hit the panic button” when they learn that a business is up for sale. Yet, in a recent article from mergers and acquisitions specialist Barbara Taylor entitled, “Selling Your Business? 3 Reasons Why Your Employees Will Be Thrilled,” Taylor brings up some thought-provoking points on why employees might actually be glad to hear this news. Let’s take a closer look at the three reasons that Taylor believes employees might actually be pretty excited by the prospect of a sale.
Taylor is 100% correct in her assertion that employees may indeed get nervous when they hear that a business is up for sale. She recounts her own experience selling a business in which she was concerned that her employees might “pack up their bags and leave once we (the owners) had permanently left the building.” As it turns out, this wasn’t the case, as the employees did in fact stay on after the sale.
Interestingly, Taylor points to something of a paradox. While employees may sometimes worry that a new owner will “come in and fire everyone” the opposite is usually the case. Usually, the new owner is worried that everyone will quit and tries to ensure the opposite outcome.
Here Taylor brings up an excellent point for business owners to relay to their employees. A new owner will likely mean enhanced job security, as the new owner is truly dependent on the expertise, know-how and experience that the current employees bring to the table.
A second reason that employees may be excited with the prospect of a new owner is their potential career advancement. The size of your business will, to an extent, dictate the opportunities for advancement. However, if a larger entity buys your business then it is suddenly possible for your employees to have a range of new career advancement opportunities. As Taylor points out, if your business goes from a “mom and pop operation” to a mid-sized company overnight, then your employees will suddenly have new opportunities before them.
Finally, selling a business could mean “new growth, energy and ideas.” Taylor discusses how she had worked with a 72-year-old business owner that was exhausted and simply didn’t have the energy to run the business. This business owner felt that a new owner would bring new ideas and new energy and, as a result, the option for new growth.
There is no way around it, Taylor’s article definitely provides ample food for thought. It underscores the fact that how information is presented is critical. It is not prudent to assume that your employees may panic if you sell your business. The simple fact is that if you provide them with the right information, your employees may see a wealth of opportunity in the sale of your business.