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Selling a Business? Avoid Doing This!

Brittany Coleman - Tuesday, February 17, 2015

Assuming that you are a business owner and you have found yourself in a position to sell your business, for whatever reason, how do you go about it? What are some things you need to think about when actually engaging with a party that is interested in purchasing your business?

The most important thing to know is that selling a business is NOT like selling a hammer or a computer, or even a car. The process of selling a business takes due diligence on both sides and tactical decisions that ensure that you not only maximize your return but that you also limit your liability post-sale.

One of the most useful sayings to utilize in life is, “you don’t know what you don’t know.” Unfortunately, there are many business owners who have never engaged in a business sale that attempt to navigate the transaction themselves. This is the best way to leave money on the table, have deals fall through, and/or unnecessarily leave yourself open to being sued after the business is already handed over to the new owner.

Here are 6 things that, if you don’t know, could be detrimental to the success of you selling your business.

Failing to Execute a Confidentiality Agreement

The first step to a successful transaction is having potential Buyers sign a confidentiality agreement. This document is used to protect all of your proprietary information should the deal go south. Failing to execute a confidentiality agreement means that if you bring in a potential Buyer and the deal doesn’t close, they aren’t under a legal obligation to keep that information to themselves or refrain from using any of that information to become your competition.

Companies having trade secrets, such as recipes or private client lists/profiles, can easily ruin their ability to sell their business if they fail to enter into a confidentiality agreement. Buyers are purchasing operating power and growth potential. If your business/industry is one where trade secrets is what gives your company worth and you have allowed someone to gain access to that information without being legally bound to confidentiality, they can completely recreate your operation, if the deal fails to go through, and diminish the value of your business. This is particularly true if another potential Buyer finds out that other interested parties have had access to this information without being required to sign a confidentiality agreement.

Neglecting to Vet Potential Buyers

A crucial downfall of many people selling their business is that they neglect to properly vet their potential Buyers. They don’t ask questions to figure out if the person is qualified to operate the business or if they have the ability to finance the deal.

One of the good things about a confidentiality agreement is that it gives you a greater ability to vet your potential Buyers. A confidentiality agreement usually works both ways and allows you to ask (and receive) certain information from the Buyer that will help you determine if they are the right fit.

Some questions to ask the buyer are:

  1. What qualifies you to buy the business?
  2. How much money can you put as a down payment?
  3. How do you plan on financing the deal?
  4. What concerns do you have about the business? (if a person is serious about buying your business they have considered the pros and cons and should be able to express those to you)
  5. What are your expectations regarding the transition period?

This is not an all-inclusive list, but the answers to these questions will give you a greater sense of the Buyer’s qualifications and level of interest in purchasing your company. Not vetting Buyers could lead to a lot of wasted time, energy, and effort on the back end.

Not Negotiating the Material Deal Points in the Letter of Intent

Once you find a Buyer that you are comfortable with, the next step is entering into a Letter of Intent. The Letter of Intent presents the optimal time for the Seller to negotiate the main terms of the deal. Prior to executing a Letter of Intent the Seller is able to entertain multiple Buyers and play their bids against each other in order to get a better deal. Once you execute a Letter of Intent you are (usually) not able to entertain anymore potential Buyers (due to a no-shop clause). You lose a good amount of leverage at the point when the Buyer knows that they have carved out a period of time where you cannot approach or be approached by any other Buyers.

Some material deal points to negotiate are price, timeline, reverse termination fee, type of sale (asset or stock), liability cap, and post-sale obligations.

Not Including a Reverse Termination Fee

After you enter into the Letter of Intent you are no longer able to entertain other potential Buyers. This puts your company at a “standstill” and the success of the deal becomes largely dependent on the Buyer’s continued willingness and ability to close. Because you have locked out other potential Buyers, you have to ensure that the Buyer is truly serious about closing the deal.

A reverse termination fee is a fee that is paid to the Seller if the Buyer decides to walk away from the deal due to no fault of the Seller. This fee, usually no more than 10% of the purchase price, is a monetary incentive for the Buyer to see the deal through to closing. This clause is placed in the Letter of Intent.

Failing to Cap Seller Liability Post-Sale

One of the main purposes of selling a business is to get rid of the obligations and duties that come along with running a business. A critical mistake that some Sellers make is that they don’t limit their liability to the company post-sale.

The final agreement the parties execute contains certain representations, warranties, and (typically) carve-out provisions. The carve-out provisions, along with any breach of representations or warranties of the agreement, present opportunities of liability for the Seller, usually in the form of paying back a portion of the purchase price.

It is imperative that you cap your potential monetary liability, usually 10-20% of the purchase price, and ensure that the monetary liability is the Buyer’s sole remedy under the transaction.

Failing to Charge a Premium if it’s an Asset Sale Instead of Stock Sale

In my previous article Asset Sale or Stock Sale: What’s The Best M&A Deal Structure For You? I highlighted the difference between an asset sale and a stock sale. There are significant tax advantages Sellers realize when they sale their stock as opposed to selling the assets of their business.

Likewise, the Buyer realizes certain significant benefits by purchasing the assets, rather than the stock, of a company. These benefits should always come at a premium.

Selling a business is a very strategic undertaking that requires a certain level of expertise. Not having the right team in place can lead to headaches, decrease in business value, and ultimately the inability to sell your business.

Jamal Jackson, JD/MBA is a corporate attorney licensed in the State of Illinois. He is the Managing Attorney of Jackson Corporate Law Offices (www.JacksonCounsel.com), Co-Founder of Initiative Consulting Group, LLC (www.initiativecg.com) and a Public/Motivational Speaker engaging audiences in the topic areas of Business, Leadership, and Legacy (www.JamalEJackson.com).

Anthony Boatman – Lead to Change Facilitator

L. Brian Jenkins, MA - Tuesday, February 17, 2015

 

 

Anthony Boatman is committed to the community and mission of StartingUp Now. Anthony began working with StartingUp Now to help develop his own business, but he also recognized that he could utilize the program’s resources to help fill an important need in the community- a need that hits close to home. Anthony grew up as a ward of the state from the age of 3 and spent his early childhood moving from one foster home to another. This tough start in life lead to him finding a place in the criminal justice system. After being incarcerated several times over, he decided enough was enough. Anthony spent the last 10 years working in at-risk environments. He served as Community Outreach Supervisor for CeaseFire Rogers Park for three years and prior to that he spent many years working with organizations that provided housing to the formerly homeless. He is now the Director of the Genesis Project, an entrepreneur, and a StartingUp Now facilitator. Anthony is on a mission to make an exceptional difference in the community.

How did you began using StartingUp Now as an entrepreneur?

I began using StartingUp Now to not only develop my personal business plan; but also incorporate the training into an ongoing program. Currently StartingUp Now is in the 5th of a 12 week training.

What lead to you decision to become a StartingUp Now Facilitator?

As I looked at other youth programs as well as those working with the formerly incarcerated; I observed that all were teaching employment skills and no ownership. I thought if people focused on ownership first, the employment skills would develop naturally. I attended the facilitator’s workshop and set about the business of recruiting for the first class. Our first training began January 10, 2015.

How has StartingUp Now helped formally incarcerated individuals?

Currently we are in the pilot training phase and creating a partnership with a reentry program. Once the details of the partnership are clear, information as pertains to formally incarcerated individuals will be available.

Share with us a success story you've witnessed as a SUN facilitator?

Currently the youngest participant in the training is a young lady 10 years of age. Her name is Jasmine Johnson. She has served as an inspiration to the other participants in the training. Some form of class presentation is required for each class. Jasmine always overcomes her nervousness and presents to the class without fail. Jasmine has already begun creating business cards for her business.

Please, provide any advice or words of wisdom that you have learned in your entrepreneurial ventures?

People that really want to succeed in ownership never make excuses. They are driven by their goal. They are never deterred by the hardships. If they should fall they always get up.

MARCH 2016 UPDATE: It is with a sad heart that we share the news of the passing of one of our StartingUp Now Facilitators, Anthony Boatman. Anthony was the director of The Genesis Project, a ministry of A Just Harvest that marshals community assets and other resources to create economic development opportunities in the Rogers Park neighborhood of Chicago. As Director, Anthony brought The Genesis Project to life. He loved the community with all of his being and was dedicated to making sure that everyone had the opportunity to prosper. StartingUp Now was privileged to have him as part of our Facilitator family. He will be missed and our thoughts and prayers go out to his family and friends at A Just Harvest and in the community.

14th Annual International Shea Butter Convention: Building Sustainable Business in Africa

Brittany Coleman - Monday, December 08, 2014
In October, Brian Jenkins attended the 14th Annual International Shea Butter Convention in Atlanta as a presenter; bringing StartingUp Now to the convention to connect with several small business leaders. The International Shea Butter Convention is a platform dedicated to developing the shea butter industry in the United States and internationally and to the empowerment of a shea based economic engine to fuel a viable and sustainable sub-Sahara African.

All across the globe shea butter is considered a highly demanded natural product that is used cosmetically and even as a food base product. African women are currently the largest manufactures of shea butter; however, they have not been taught the value of their product or entrepreneur skills. The lack of entrepreneur skills make it extremely difficult for them to make a significant profit.

StartingUp Now plans to serve as the catalyst to make a difference by providing African women with small business fundamentals in the shea butter industry. In doing so, Brian Jenkins has been invited to West Africa in 2015 to work directly with the local shea butter community. Bringing StartingUp Now to West African will ensure that more African women will have the opportunity to build sustainable businesses ultimately improving their quality of life.

Is Your Letter of Intent Legally Binding?

Brittany Coleman - Monday, December 08, 2014
Many complex business transactions, and 99% of M&A deals, will begin with the two parties entering into preliminary negotiations and drafting what is called a Letter of Intent (LOI).

Why draft an LOI? Letters of intent provide a basis of understanding between the two parties and allows them to come to an initial agreement of some of the major terms that will be incorporated into the final transaction documents. Among other things, LOI’s usually establish terms such as price, payment method, confidentiality, timeline, exclusive dealing, and certain representations and warranties of the two parties.

But the million-dollar question is: Is a letter of intent legally binding on the two parties?
The short answer is… it depends. (Don’t you hate when attorneys say that?)

Many courts take the position that LOI’s are generally not meant to be legally binding. The reason being is that while the document itself outlines the initial understanding of the two parties, the terms in the LOI are usually meant to be further negotiated and codified within the final transaction documents.

That being said, why would anyone want to use an LOI at all? Two reasons: 1) there are certain terms that courts will hold as legally binding; and 2) there are ways to make other terms legally binding by adding the right type of language.

1) Courts will hold certain terms as legally binding even if the document as a whole is not legally binding. This will usually include terms that control the tone and scope of negotiations. For instance, representations and warranties placed in an LOI will often been seen as legally binding. If one party makes certain representations about the financial documents it will produce or certain warranties about how it will operate during the period of negotiations (i.e. not sell off any of its assets), a court will uphold those terms.

Likewise, if the LOI stipulates that the two parties will negotiate exclusively with each other and not entertain or pursue other deals, the court will find that to be a binding term.

Another big one is confidentiality clauses. If a confidentiality agreement hasn’t already been signed, the parties will almost always include a statement of confidentiality in the LOI. This too will be seen as legally binding on both parties.

2) The truth of the matter is that contract law gives wide latitude to competent adults entering into any type of agreement as long as there is adequate consideration. This means that you can always add certain language to the LOI as a whole (not recommended) or to certain sections of the LOI to show that the two parties intended for that particular section to be legally binding.

For instance, you may not want the final purchase price to be legally binding but you may want a legally binding holdback provision stating that ‘x’ percent of the purchase price will be held in escrow for a period of time post-closing just in case something goes wrong.

If that is the case, just say so. Using language such as, “Both parties agree that this section is intended to be legally binding”, or something to that affect, will suffice in creating a basis for legal enforceability.

Letters of intent are instrumental in creating a general understanding of the major terms of a complex transaction. While it is not wise to make the entire letter legally binding, it is good strategy to pinpoint items that you know will not change, along with items that would protect you during the period of negotiations, and add language that will have a legally binding effect on both parties.

Jamal Jackson, JD/MBA is a corporate attorney licensed in the State of Illinois. He is the Managing Partner of Jackson Corporate Law Offices (www.JacksonCounsel.com), Co-Founder of Initiative Consulting Group, LLC (www.initiativecg.com) and a Public/Motivational Speaker engaging audiences in the topic areas of Business, Leadership, and Legacy (www.JamalEJackson.com).

How Will You Build Brand Awareness in 2105?:Here are 5 Steps to Build Your 2015 Communications Plan

Brittany Coleman - Monday, December 08, 2014

 

As the year comes to a close, it is important that you begin planning your 2015 communication strategy for your business. Developing a solid communications plan will allow you to reach new audiences, build brand awareness, and increase your bottom line. The success of your business is tied to who knows about your business and what they are saying. But what your consumers know about your organization starts with what YOU are saying about YOU first.

Here are five tips to help you build a solid communication plan and take your business to the next level in 2015:


1. Create Goals – Create new goals and review yearly to make sure they are attainable, then make them specific and measurable. Your goals must cover the areas of marketing, social media, and media relations. If you want to attract new customers, write out how many. If you want to attract more positive media coverage, list the outlets you want to reach out to and the story ideas you have for them. Ultimately, you want your communications goals to reinforce your organization's vision, values, and mission statement.
2. Develop Messaging - Develop three or four "Key Messages" that you want reporters to use every time they describe your organization and what you do. Use these messages each time you speak to your audiences. Review the message points before media appearances or interviews. No matter what questions are asked, all answers should include the key messages. Also incorporate this messaging into your online content and marketing materials to develop consistent brand messaging across all channels. (Example: "3M is a global company with local presence through the world").
3. Develop Marketing Materials - Your organization's core communication collateral "tool box" should include the following: a well-designed logo, tag line, and stationery; a one-page fact sheet describing your organization; a detailed brochure; short bios of spokespeople and leadership; relevant news clippings, case studies or reports. Your organization should also have a well-designed, user friendly web site.
4. Itemize Resources - Determine what resources you'll need to implement your communications plan. Develop a realistic budget that includes staff time, as well as outside services such as graphic design, printing, web management, and consultants.
5. Include Evaluation Methods - Make sure your communications plan includes tools to evaluate your media outreach, online marketing, and social media goals. Methods to evaluate ROI may include: tracking shifts in public opinion; number of social media followers; increase in media features and mentions; measuring increases in membership, funding, sales or visibility.

StartingUp Now Has Inspired Entrepreneurship Across The Country

Brittany Coleman - Monday, December 08, 2014
StartingUp Now has inspired entrepreneurship across the country. This fall, Brian Jenkins held StartingUp Now sessions at Hope Center in Kansas City, MO, Living Hope Neighborhood Church in Oakland, CA, and in Chicago in partnership with Good City Chicago. Each session has allowed diverse audiences the opportunity to learn entrepreneurship skills. From youth to adults, many individuals have learned the steps to starting their own business.

Startingup Now was invited to Living Hope Neighborhood Church by Pastor Aaron Roy and Pastor David Clark. Pastor Roy is the Pastor for Preaching and Teaching. He received his degree from the Moody Bible Institute in Chicago, IL, majoring in Bible Theology. In 2008, God lead him and his wife to Richmond to restart the church.Pastor David Clarke is the pastor for discipleship. He earned his bachelor's degree in Economics & Management from Albion College and moved to Chicago in the fall of 2001 to study Urban Ministry at Moody Graduate School. Dave serves on the board of two ministries in Africa, Hallomai International and Africa Revolution. He is passionate about seeing the church go on missions together, making disciples of all nations.

The StartingUp Now Exposure session at Living Hope Neighborhood Church focused on assistimg individuals that were newly released from prison develop entrepreneurship skills to help them begin to rebuild their lives.
The exposure session at Hope Center in Kansas City, MO focused on entrepreneurship and business development strategies to teach and engage local inner city youth. StartingUp Now was invited to Hope Center by Marvin Daniels, the Executive Director. Marvin holds a Masters in Education and accredited certifications in Urban Missiology; Mediation and Dispute Resolution: and Youth Development in the Urban Context. He most recently served as Vice President of Leadership Development at Kids Across America (KAA), a Christian Sports Camp and Youth Development ministry; and the Founder of Beyond the Norm, a training program that provides transformational skills for transformational ministry.

StartingUp Now also teamed up with Good City Chicago to host StartingUp Now through their idea incubator program. This session took 35 participants and broke team up into teams to develop a business idea and to create and present a business plan. Good City Chicago is an organization that identifies and supports high potential community-based entrepreneurs whose goals are to create or enhance neighborhood and faith-based programs that promote self-sufficiency, hope and a sense of purpose in the lives of individuals in under-resourced communities.

The Exposure Sessions are the starting point to expanding StartingUp Now in 2015 to partner with new organizations and churches across the country, ultimately inspiring new business ideas and fostering the spirit of entrepreneurship.

The Big Three of Communications- PR, Marketing, and Social Media- How to Get Your ROI on Each.

Brittany Coleman - Monday, June 09, 2014
An important factor in any business’s success is a strategic communications plan. It is important to understand how your communication investment affects your bottom line. Two of the most common mistakes made when developing a communication strategy is to focus on one approach to communicating with your target audience and not measuring how your communication strategies effects your sales, services, and website traffic. When you are communicating properly across social media, PR, and marketing, you can achieve better results. Here are some tips to monitor the success of your communication efforts.

Social Media is all about authentic two-way conversation so be sure to measure how engaged your fans and followers are online. Take a content inventory, record what type of content gets the most likes retweets, comments, or shares. Find out how your audience responds to pictures, infographics, helpful tips, or video. Measuring the response you get from online audience can help you develop responsive content and draw in new fans and followers.

Public Relations shapes how the public views your business and brand through what is said or written about you in print, television, radio, or the internet. To measure your public relations success, check your website to see if there is a boost in traffic or if there is a boost in sales during or shortly after you receive good press in the media. This may take time, but a steady increase in favorable media should result in a steady increase of new interest in your company.

Marketing/Branding is the experience you create for those connected with your business. Once the general public begins to know who you are and you develop positive interactions with them, you can create brand loyalist through marketing. It is important to share content relevant to the consumer and that expresses your unique brand. To measure your email marketing strategy, you can compare your open rate to that of other companies in your industry. The open rate is the number of people who opened your email. This data can be found on sites like ConstantContact or MailChimp and will you an idea of where you measure up with similar consumers. Next you want check your Click Through Rate, your email should have a call to action link or form that drives people to your website. The click through rate gives you an idea of how many people actually followed through and visited the given links.

Seeing results on your communications strategy takes patience and persistence, but will ultimately pay off if you are strategic in monitoring your strategies and your communication is predictable, consistent and, of course, interesting. Communication is the key to building trust and relationships with your audiences.

Boardroom Beauties: Dream Big, Bold, and Beautiful!

Brittany Coleman - Monday, June 09, 2014
Boardroom Beauties is a lifestyle and empowerment organization founded by two corporate beauties turned lifestyle entrepreneurs, Toya Nicole and Renee B. Boardroom Beauties, challenge the everyday woman to pursue her dreams LIVE and in COLOR!

Boardroom Beauties, LLC was formed in November 2013 sparked by their desire to create a space where women can network, support each other and be encouraged to pursue their dreams. Based in Chicago, Boardroom Beauties is the perfect collaboration where Toya and Renee bring their experience and lessons learned from corporate careers, entrepreneurial and communications background together to empower women.

Toya Nicole is a natural born leader and enthusiastic marketing communications professional. On any given day she wears the title of sales consultant, social media/branding strategist, professional blogger, travel/lifestyle expert, and influencer. Her personal mission is to: Encourage ordinary women to walk into their extraordinary purpose!

In May 2012 she founded L. Nicole Media and Communications, a lifestyle, media and marketing company focused on social media, branding, networking and travel. Through L. Nicole Media she shares her knowledge, experiences and lessons learned to equip women and business with the tools and visibility needed to achieve desired results and grow their brand. As Editor in Chief of MsTravelChic.com and Travel & Leisure editorial director for Six Brown Chicks, she delivers inspiring and resourceful content targeted at motivating women to travel, embrace new experiences and live life to the fullest.

Renee B. is a beauty maven who exudes splendor in all things beauty and wants to show every woman that she is beautiful. She has worked for some of the most prestigious brands to help women fulfill their beauty needs and aspirations to feel comfort in finding the right products. Today, she has taken that passion to build her brand Beauty School Scarlet that is dedicated to all things beauty.

Beauty School Scarlet is more than just a website about beauty! It is movement to inspire women to be beautiful and understand that beauty is not complicated or complex; it is simplistic. Her life’s passion is to “empower women so they can make the best choices that will help improve their lifestyle from head to toe as well as the inside out.” Renee B. is an active member of NAPW (National Association of Professional Women), ColorComm (Women of Color in Communications) and a Beauty Correspondent for Six Brown Chicks.

Along their journey they’ve met some amazing women and developed a network of women executives, media professionals, influential leaders and lifestyle experts that join them as vendors, speakers and instructors at our events.

While there are other women-based organizations in the Chicago area, Boardroom Beauties events are uniquely focused on encouraging the WHOLE woman to help her advance to the next level in her personal, professional and spiritual life. Building a community through hosting events, workshops and social media ensure women can continue to learn, grow and be inspired to live big and bold dreams!

The next Boardroom Beauties event will be virtual, a Google Hangout on “Using Social Media to Grow Your Network” on July 3rd at 8pm CST. The next live event "Be Bold, Be Inspired to Dream Big" will be in September. For more information on these events, Visit www.boardroombeauties.com.

For more information on Toya Nicole visit www.mstravelchic.com and follow her on Twitter, @MsTravelChic

For more information on Renee B visit www.beautyschoolscarlet.com and follow her on Twitter at @abeautyscarlet

Pritzker Jewelry & Entrepreneurship Program

Brittany Coleman - Monday, June 09, 2014
Pritzker Elementary School student, Monifa W. proves that you are never too young to develop an entrepreneurial spirit. Monifa was enrolled in the StartingUp Now Arts and Entrepreneurship class on jewelry design this school year and her talents immediately began to shine through. The class taught the students the principles of entrepreneurship along with the skill of jewelry making to ultimately create a profitable business.

Monifa showed talent in both entrepreneurship as well as the jewelry design side. She took the class very seriously by coming to class prepared and making the sales events a priority. With her dedication, she made the effort to work on projects outside of class. She was the first to arrive and last to leave at jewelry sale events. From her work in the class, she created quality product to sell and became good at pricing product appropriately. But what ultimately helped her close over $300 in sales was her personality. A lot of her sales were related to her personality and networking skills— Her personality drew in a lot of customers.

Monifa’s personality also made a lasting impression on her instructor Randi Craigen as well. Randi plans to stay in touch with Monifa over the summer to continue to build a relationship with her to be a support and mentor in her life, continuing to teach her skills and helping to cultivate her interest in design.

Sun Spotlight: Gabe Anderson Creates The Fulcrum

Brittany Coleman - Wednesday, May 07, 2014

 

18 months ago, Moody Bible College student and entrepreneur Gabe Anderson decided to create a hands free way to watch movies and videos with smart phone devices on airplanes, cafes, and tabletops.

From that idea, Gabe developed the Fulcrum. The name for the Fulcrum comes from its' unique shape and purpose. A Fulcrum is the triangular pivot point for a lever, and as a promotional product "The Fulcrum is the pivot point for your business."

The Fulcrum is a cost effective Custom Promotional Product designed to showcase businesses in a memorable practical way. Whether announcing the availability of onboard WIFI or serving as a glorified business card, customers and tradeshow attendees can happily use the Fulcrum to hold their smartphones.

Gabe always wanted to rekindle his relationship with his father and saw the creation of the Fulcrum as the perfect opportunity to reconnect. Through his company AAP Creative, Gabe’s father has been able to help him further develop and expand the company’s printing, production, and vendor opportunities. Today, Gabe’s relationship with his father is now better than ever and the Fulcrum’s business has grown as well.

Currently, the Fulcrum has been ordered by Wilson Sporting Goods and the company has expanded to a larger model to use as a tablet stand for personal use or for closed books as a promotional product for trade shows and book stores. It is able to accommodate any tablet, as well as small to large books for display.

As a student in the StartingUp Now course at Moody Bible College, Gabe has learned the importance of developing a business plan. With this plan in place, the company has plans to continue to grow through corporate giveaways and promotional products.

To learn more about the Fulcrum or to order visit: www.aapfulcrum.com




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