Mergers and Acquisitions – The Importance of Good Company Records, Part 1

Even in the San Francisco Bay Area, buying a business is like buying a house. You wouldn’t do it without performing due diligence and a good inspection. Unlike a house, however, strengths and challenges in a business lie in its relationships, and not necessarily in its building. For this reason, buyers will spend a significant amount of time in reviewing a company’s documentation before any merger or acquisition.

A buyer reviews documentation for a number of reasons. Many are business-oriented, such as whether the company has good title to its technology, has solid supply and strategic relationships, and has not overextended itself in promises made to customers or employees.

The fastest way for the sale of your company to implode is for you to be unable to deliver a complete record of your company to a buyer. It is typical for a company hoping to sell itself to make available online their corporate documentation promptly after a letter of intent is signed. The longer it takes to make this documentation available, the longer it will take to close the sale. A long sale process is almost never to the seller’s advantage. Worse, not having information readily available creates a perception that the company is disorganized. This will increase the perceived risk to the buyer and will further lengthen the time to close.

Companies that wait until the last minute will often find their documentation is, at best cobbled together, inconsistent, and nonexistent. Poorly prepared contracts or agreements often contain traps that will result in the buyer shifting any risk arising out of the deficient documentation to the seller, thereby reducing the purchase price or making the seller liable for any damages incurred by the company after the sale.

Part 2 will provide some suggestions for getting your documentation in shape for a sale of your business.

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