Started Your Business but Selling It Now? A Guide to Prepare for Sale
06 SEP 2023
Profitability of a business remains a top priority throughout the company’s the life cycle, whether it operates on a large or small scale. With profitability as the central focus, during the initial stages of a company’s life cycle, the focus typically revolves around building a brand, increasing sales and adopting a correct strategy. However, there may come a time or situation where the business reaches its maximum potential or can no longer expand. In such instances, seeking external investment or even selling the venture could be a viable option to enhance profitability.
Nevertheless, the latter option constitutes a significant decision, especially when considering the effort invested in building the business. Moreover, for such a sale decision to be a correct decision, prior the sale business owners must thoroughly ‘clean-up’ the company without only focusing on the business’s finances.
In this blog, we will elucidate some essential points that should be incorporated into the ‘clean-up’ process that will render the sale possibly the most profitable one for the seller.
Regardless of the business’s nature, whether it is related to food and beverages, beauty products, or the provision of specific services, the seller should make sure that the focus remains on the product (including the service offered), sales, team strength, growth potential and similar areas. Accordingly, it becomes crucial for the seller to maintain a strong grasp of the business’s clients and/or suppliers. This ensures that certain contracts that are important for the business are secured even after the sale. Such strong grasp provides certainty and confidence to the buyer which will consequently lead to a better sale price.
To safeguard these pivotal contracts, one must ascertain the duration of these agreements, along with their termination clauses in the event of a sale of a controlling interest in your business. As well as, understanding how price clauses are drafted, meaning whether prices are fixed or is there a mechanism to alter prices over time. While scrutinizing these clauses bearing in mind the preferences of potential buyers could also contribute to a smoother sale process with fair greater value.
During the process of selling a business, it is advisable to thoroughly examine the business’s employment contracts, benefits and employee policies together with staff retention. It is crucial to know whether the sale will trigger any ramifications for existing positions. As such, maintaining a comprehensive understanding of all employee contracts plays a pivotal role in orchestrating the best sale for the business.
The Business’s Identity
Trademarks, design rights, patents and all other IP rights essentially define a business’s identity. By registering your trademarks and securing relevant IP rights, you shield your business from potential infringement by others who might attempt to use your product, distinctive design feature, in broader terms your brand. Accordingly, having a clear understanding of the IP rights you possess and offering this information to a potential buyer empowers buyers to give a fair valuation to the business.
A business with brands that are either registered or that can be registered as trademarks due to their inherent distinctiveness will always make that business more appealing for acquisition. Therefore, if your IP rights are not secured, securing them prior the sale will help you secure a powerful position in negotiations and consequently in the sale.
Any Disputes or Problems?
No one would want to invest or acquire a business riddled with contractual disputes, compliance issues or even missing documentation or licenses. A potential buyer seeks transparency and assurance that the firm’s contractual disputes and any problems are handled appropriately. Hence, it is important that prior selling the firm’s all disputes regardless of their size and complexity are actively managed.
Gaining a thorough comprehension of the business’s assets and presenting this comprehensive view to a potential at the outset of negotiations will aid the buyer to evaluate accurately the business at hand and subsequently aid the seller to achieving a fair value during the sale process. Conducting portfolio assessments provide insights into factors such as value, expiry dates of leases and restrictions on use if any. Moreover, it is vital to ensure that all licenses and environmental permits are up to date and available to a buyer to review.
When conducting a sale of business, the seller will share key business information either in physical or virtual format. The core idea here is the exchange of important business data. At this point, having a well-organised document management system with all essential documents easily accessible and regularly updatable is critical. Such system will ensure that the sale process goes smoother with minimum costs.
Similar to the challenges of starting a business, negotiating its sale or even part of it, is a demanding and complex process. For the seller, who was previously the creator of the business, prioritising profitability remains pivotal even during the sale. Therefore, in order to secure the best sale, the business’s finances are not the only factor that should be taken into account. In this blog post, Barnes Law listed certain essential clean-up factors that are crucial in a business sale that contribute to making the sale a highly advantageous decision for the seller.
In order to obtain bespoke advice businesses can turn to Barnes Law.
Barnes Law specialises in assisting with exit strategies and offers valuable legal insights to guide businesses through complex processes including sales.
Yulia BarnesManaging Partner
Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.
Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.
Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.
Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.
Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.
Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.
Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.
Mark is an experienced solicitor whose practice areas include intellectual property (IP), IT, data protection and general commercial law.
Mark advises businesses of all sizes – from sole traders to corporations. Among his clients are: clothing and lifestyle brands, restaurants and food suppliers, IT companies, banks, hedge funds and venture capital firms, education providers, medical and pharmaceutical brands.
Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.
- Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
- Advising a publisher and a delivery business on data protection matters, B2B and B2C Ts & Cs of sale, website and app Ts & Cs, all aspects of global brand protection;
- Advising footwear brands, alternative asset managers and hedge funds on their global brand protection, including overcoming various refusals, representing them in opposition proceedings and settlement negotiations;
- Representing a central bank in opposition proceedings before the UK IPO;
- Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.
Ioulia TatawatFamily Law Adviser
Ioulia has a solid background in family law and offers guidance, clarity, and support to clients during one of their most challenging times in their life.
She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.
Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.
Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.
Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.
Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.
Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.
Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.
Outside of work and studies, she enjoys running, tennis and yoga.
Mehves is looking forward to developing her legal skills at Barnes Law.
Julia PodgornovaInvestor Relationship Manager
Julia guides clients in making important business decisions based on comprehensive risk assessment and strategy. She supports investors in devising strategies designed to maximise each business’s potential from pre-seed to IPO.
Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.
In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.