THE BLOG

Business Owners - Face it, Sometimes your Glass is not Half Full

13/05/2015 15:16 BST | Updated 13/05/2016 10:59 BST

Phew, the political uncertainty is over, and many businesses will now be pressing ahead with sales and mergers long postponed. But are they ready?

The honest answer for some is that they probably do not know, but do have a sense that the time is right.

Unfortunately, buyers prefer something a tad more specific these days. Part of the problem, in my experience, is a failure by owners to look critically at their business; to address the questions a buyer might ask that may be discomforting is crucial.

Selling a business is not like selling a house: You cannot just move a bit of furniture to hide a crack in the wall.

The business equivalent to that crack will be found at some point. The only question is whether you do the investigative work yourself before putting up the 'for sale' sign.

Far too many people running enterprises in the UK the answer to that question is 'no'. They would rather move the furniture, hide the crack and hope for the best. It is a bad tactic.

More businesses need to invest in hearing what they may prefer not to by undertaking some critical self-examination. Apart from anything else, it may reveal a reason to delay a sale.

The process is called sell-side due diligence, but is essentially casting up a critical mirror before a process has begun. Far better, surely, to look honestly than for a sale to founder when the buyer asks questions you did not?

A key element is to look at earnings, and just what exactly these will be following a sale. For example, the cost of an owner running a business may be less, or more, than putting in a managing director.

Sometimes in firms that have bolted on disparate divisions, perhaps through acquisition, and just one is being sold. How much money will it make on its own? Crucially, how much is it going to remain dependent for work or other support from the company from which it has been removed? Are there any tax issues lurking that need to be tackled pre-sale?

There are other areas to think about before someone else does. Legal and statutory paperwork, including commercial contracts, leases, employment contracts and tax filings, should be brought together. This can take time.

The problem with waiting is that a potential buyer could, in the time it takes to gather the information, pull out, or perhaps find a more attractive business to acquire.

It makes sense for the seller to bring in someone from the outside to look coolly and dispassionately at what is being sold in this climate. The familiar professional cheerleaders, especially the management team and owners, will be less likely to spot any awkward potholes.

If my own soundings are any guide, we are about to enter a period of frenetic business activity. The economy is doing moderately well, and firms are looking to grow, or at least to consolidate.

The good news is that business fundamentals are strong, uncertainty over Europe aside. But we have also had many years of relative stagnation in the area of mergers and acquisitions.

Skills and instincts they need have been blunted by lack of use, and that is why businesses should look at themselves particularly critically before rushing to market.

Business owners must recognise that there are no secrets from due diligence, and the days of firms being bought on a hunch, a hope and a promise are long gone.