Professionals working together – one client, one purpose
by Anthony J. Soukenik
At GGI’s North American Regional Conference in Washington DC earlier this year, I had the good fortune of presenting on working together with a single purpose when clients are selling a commercial enterprise.
Highlights of my presentation were as follows:
- Be transparent on fees and specific industry experience.
- Strategise with your client’s professionals to maximise enterprise value.
- On the sales side, if possible, spend time preparing the company for sale:
a) Consider reclassifying supplies and inventory that were previously expensed by our “tax efficient” clients resulting in an EBITDA adjustment and delivering working capital;
b) Consider the ramifications of the allocation of purchase price – is there a place for an allocation of personal goodwill?
c) Begin the underwriting process for rep and warranty insurance;
d) Discuss indemnification formulas typical to the industry and to the client, as they relate to prior company warranties and call backs with statistical data to support the proposal; and
e) Begin to educate your clients on anticipated audits that might be required during due diligence for GAAP reconciliation, quality of earnings, and Nexus issues. - Prepare and address the multitude of special considerations that can occur from state-to-state requirements. For example, in Illinois, the Bulk Sale Department of Revenue stop order requirement; 1031 real estate exchange possibilities; collective bargaining agreements which include multi-employer defined benefit plans that result in underfunded liabilities and the termination of benefit plans.
Photo: Leonid Andronov - stock.adobe.com