Tying it all together- Closing the deal
At the end of the day, all your efforts to negotiate a good deal, to investigate the business, and put together the financing will be an academic exercise if the deal doesn't close.
While the broker usually represents the seller, a business broker can be a great resource when it comes to getting things to the finish line, in part because that's the only way they get paid. It is not uncommon for issues to arise at the last minute: inventory that the buyer thinks is stale, last minute financial information that may affect the price, or simply cold feet. The seller's broker and the buyer's team can help by staying on top of issues as they arise, communicating to the whole group, and clearly identifying in advance what the make-or-break issues are.
The buyer and seller will each have documents to sign, which may include a bill of sale, stock transfers, non-compete and consulting agreements, and for the buyer perhaps some loan documents. The parties do not all need to attend a signing together, in fact it is usually easiest not to do so. Often a spouse will need to sign something as well, and a notary may be needed. If an escrow has been established, the escrow officer may facilitate the signing, or the buyer's lender may want to control the signing.
The actual transfer of keys, access to premises, books and operations must be scheduled, and a final inventory count may be necessary. If no escrow has been used, the buyer and seller will need to have agreed on how and when funds will actually be transferred.
The seller's broker and the buyer's attorney can and should work out these logistics in advance, allowing the buyer to pivot their focus to commencement of operations and control of the business.
Leave a Reply.