When Buying or Selling – Attorneys should be Deal-Friendly & Sale-Wise

Whether you are buying or selling a business, your legal counsel can make or break the deal. It is important that you emphasize to your attorney that you want the sale to go through. In many instances, the sale of the business fails to close because the attorney for one side or the other makes too many demands of the other side. Certainly, you want your attorney to protect your interests, but not to the point where the demands are so strenuous that the other party or his or her counsel balks. If your attorney understands that you really want to buy–or sell, as the case may be–he or she will be less apt to make outrageous requirements or demands. Below are some things to consider when dealing with your attorney in the buying or selling process.

  • The Both Parties should understand just what is being sold–and purchased
  • The corporate records should be current and complete
  • The seller should have available the current insurance policies and the names of the insurance agents involved


If there is more than one owner, there should be a designated spokesperson representing the group. This authorization for one of the owners (or stockholders) to represent the business should be in writing and signed by all of the owners.

  • The buyer and the seller must both have the same understanding of the sale and its terms. Too often, they each have their own perception of the deal. Each party to the sale must understand just what the deal is and who is getting what, or the sale may be doomed before it starts.


To help prevent wrecked deals, good communication between all of the parties involved is a priority. Unless they are told, outside advisors may not realize how much the buyer and the seller want to consummate the sale. The attorney needs to know from the client that this is a serious-minded transaction and that, unless something completely unanticipated is discovered, his or her job is to pull the deal together. Too often what happens is that after the offer is signed and everyone appears to be in agreement, the ball gets dropped. Everybody assumes that everybody else is following through and that all is fine. The attorney for one side or the other attempts to push on an issue that is, normally, not particularly important–and suddenly, what was once a simple transaction now falls apart. Unfortunately, the attorney thinks he or she knows what is best for the client and draws paperwork or demands something without even discussing it with their client. The damage is done, the other side gets angry, and another sale "bites the dust."

The use of a professional business broker can, in many cases, alleviate this problem. The business broker–having been through the process many times, usually much more often than any of the attorney's involved–knows the pitfalls. However, it is important that the parties to a sale are operating on the same wavelength and have the same understanding of the sale.

How To Retain Key Employees During the M&A Process

Nothing can turn a sweet M&A deal sour faster than a key employee leaving the company before the transaction is final. This kind of loss can reduce a company’s selling price, hinder integration plans, turn a star executive into a formidable competitor and even shut down a deal altogether. But bonus plans and other incentives can motivate key employees to stay and help reduce the odds that this common M&A mishap will happen to you.

Companies increasingly are using bonus plans to retain vital staff through transitions and help motivate continued productivity after a merger. Common bonuses include:

Retention. These “stay” bonuses typically are offered by the selling company to retain experienced and knowledgeable staff during the integration process. They usually are provided to executives but can also be used to retain other key employees, such as top salespeople or key product developers, who add value to an M&A deal.

Most retention bonuses are awarded as a percentage of salary or a lump sum amount. But they may also take the form of:

  • Stock or stock options,
  • Flexible working hours or extra vacation time,
  • A change in responsibility, workflow or assignments, or
  • A better severance package if the employee will be employed for only a limited time.


Retention bonuses typically are offered to between 5% and 10% of the employees of the overall company or division being acquired.
Project completion. This type of bonus is offered to employees assigned to specific projects that are usually short-term (between three to six months). The bonuses may constitute 5% to 20% of an employee’s total compensation for work on the project. Companies might base the payout for this type of bonus on the importance of an individual’s role in the project, its successful completion and possibly the customer’s satisfaction.

Management by objectives (MBO). MBO bonuses are offered by employers to enable the successful completion of internal projects that might otherwise be neglected or overlooked as staff focuses on merger integration. Employees might receive a list of specific tasks, deliverables, due dates and dollar value for completing each assignment based on the company’s priorities. These bonuses are built into employees’ overall compensation plans, with dollar value buckets from which quarterly project assignments are made.

Assigned tasks should be able to be completed by the employee with minimal help from co-workers. Otherwise, it may be difficult to determine how much of the task was completed by the employee assigned – which could lead to disagreements, even a lawsuit.

Gainsharing. Companies wanting to jumpstart synergies following a merger might consider this bonus program in which individual employees or teams are rewarded for determining and implementing cost-savings plans. Gain-sharing bonuses can include profit-sharing and restricted stock plans – all of which tie compensation to the company’s growth and profits.

Before you offer an employee a retention bonus, be sure to thoroughly assess the individual’s performance and productivity to ensure he or she is worth the financial commitment and really is essential to the successful execution of your M&A deal. Also, make sure that the employee is invested in the future of the company and willing to stay on board.

Paying bonuses in installments gives employees an incentive to remain as long as you need them. But you also may want to consider asking employees to sign agreements that bind them to your company for a specified time period. Clarifying their roles and performance expectations and ensuring that changes in compensation policies and processes, bonus arrangements, benefits and share schemes don’t affect them adversely will also help you retain key staff.

Not all employees receive retention bonuses, but it’s still important to reassure the rank-and-file workers that they’re part of the team and crucial to the future success of the new organization. Early communication about the deal is essential, including the rationale behind your decision to award certain employees bonuses. A management representative – possibly from your human resources department – should be available to answer questions and address concerns about the merger and its implications.

There is no simple formula for establishing an effective retention bonus plan. So, start thinking early in the sale process about how you’ll keep your experienced and knowledgeable team members in place. The ill-timed loss of even one key employee could mean the difference between a successful deal and one that falls apart before you reach the finish line.

You’ll likely find that a bonus plan is just part of a larger strategy to entice key employees to stay – one that also includes a good working environment, feedback and praise, and new challenges.

It’s also important to ask employees what they want and prepare to be flexible in what you offer them. One employee may want an employment contract with a one-time bonus structured to prevent an undue tax burden. Another may prefer a bonus in the form of a defined benefit plan that is funded with after-tax dollars and later can be rolled over into the employee’s 401(k) or IRA. Other employees may be satisfied with nonfinancial incentives such as vacation time, a reduced schedule or the option to telecommute.

Buy A Franchise – Factoring and Accounts Receivable Funding

A franchise-factoring company provides funding to small and medium-sized clients. Factoring is the funding of B2B accounts receivables. It's a finance business similar to banking where clients are provided with cash, based on creditworthy receivables verified with the clients' customers.

If your clients are selling products or services to their customers and offering terms of 30 days, or even longer, as a factoring franchisee you can provide immediate financing and ease the capital crunch.

Theses are some of the financing solutions provided to clients as per Franchisor:

1. Accounts Receivable Financing
Typically referred at as "factoring", AR Financing is neither equity nor debt, yet strengthens a balance sheet – and control of the business always stays with the owner. It is a trusted and effective method of both financing short-term cash-flow and outsourcing the administration of credit and the task of arduous collections.

Factoring is a time-honored financing solution that offers many advantages while allowing business owners to focus on operating and building their client base. As opposed to banks, for instance, flexible underwriting is offered. We don't require the lengthy process, personal credit score, business history and restrictive covenants necessary for traditional debt.

We support start-ups and high growth businesses, as well as businesses recovering from financial difficulties. Our ability to fund and service your business can keep up with the demands of growth without having to re-qualify you for a larger loan and charge any subsequent fees.
Your balance sheet remains strong, most importantly. Because we actually purchase the invoice from you and do not take an equity position, you incur no debt and keep control of your own business.

Additionally, we provide a thorough credit analysis on all potential and existing customers so that you can make an informed decision on extending credit, thereby minimizing the risk of bad debt.

2. Purchase Order Financing
Purchase Order Financing is the perfect solution for short-term funding requirements. It can be used to finance the purchase or the manufacturing of specific goods that have already been sold. We enable this process by issuing letters of credit or providing funds that allow our clients to secure the inventory they need to fill their open sales orders.

Through purchase order financing, we also support both domestic and international transactions, and clients enjoy the working capital needed to grow sales and take advantage of profitable opportunities that are larger than they can otherwise support. We are not a bank and are not bound by the restrictions necessary for traditional lending products. Our focus is the underlying transaction and its economic and commercial viability.

Purchase Order Financing is used by manufacturers, distributors, importers and exporters. It can be used for payments to third-party suppliers for goods, issuing Letters of Credit, and for making payments for direct labor, raw materials and other directly related expenses.

Our clients consider Purchase Order Financing if they lack either sufficient capital or international expertise to complete their transaction. With respect to the latter, they might prefer to reduce foreign risk and in some cases protect the identity of their manufacturer from the end customer. In all cases, however, they appreciate the speed of funding, preservation of equity and increased profits at the end of the day.

3. International Factoring
This form of financing gives business owners the ability to offer open credit terms to foreign buyers who they would normally not be able or feel comfortable selling to without a traditional deposit. Because we fund the invoice upfront and take on the risk, business owners can now increase their foreign sales freely while improving their cash flow.

Foreign receivables are usually underserved assets. Domestic banks or lenders typically consider foreign receivables to be ineligible and do not feel comfortable providing capital availability against these foreign receivables. We lend against foreign receivables, giving the business owner more capital to grow the business and pay expenses.

As business owners and operators, we understand selling to international customers is a huge opportunity, but difficult to manage financially. There are certainly common issues to deal with and we offer you support in this regard.

As the Franchisor, we provide most of the back-office services required, check customer's credit, do all the collections and will fund our Principals up to six times their committed capital!

This is a home-based opportunity with no employees, no inventory, ideal for a professional looking to replace six-figure income. If you are an experienced business executive or professional person looking for a successful career where your past business accruement and networking skills can be used to build a high-income business go here and look in the Financial Related, Factoring Company category.