Jungle Law #1: Lawyers Are Deal Killers!There certainly is an important role for a competent commercial law attorney to advise and prepare
legal structure of a business purchase and sale transaction. The problems arise when lawyers see themselves as business negotiators whose mission is to get
"best deal" for their clients. They frequently forget that
"best deal" has to involve both parties,
buyer and
seller, and that compromise is usually
best solution. Lawyers generally have a very difficult time with compromise in this type of situation because they often see their role as advising their clients on how to get
better deal. Usually, an attempt at a lopsided deal for either party will result in "no deal" at all.
Jungle Law #2: Caveat Businessus Emptor; (Let The Business Buyer Beware!)
As a matter of basic principle (and law in most States), all business brokers dealing with
public are bound to be honest and forthright in their conduct concerning
businesses that they represent for sale. But they also have a fiduciary relationship (position of trust) to uphold between themselves and their clients (the business seller, in most cases). They must present a business for sale in its "best light" without misrepresenting any significant facts but at
same time not pointing out all of
potential business pitfalls. This usually establishes an adversarial relationship between
buyer and
broker as well as between
buyer and
seller. The best course of action for a buyer is to trust only what they can verify during a rigorous due diligence process and
best approach on
part of
seller/broker is full disclosure of all pertinent information.
Jungle Law #3: A Business Is Worth Only Whatever Someone Is Willing To Pay For It At A Particular Point In Time!
Buyers and sellers are natural adversaries;
sellers want as much as they can get and
buyer wants to pay as little as possible. The broker is intensely interested too, because
commission amount is usually based on a percentage of
total selling price. So, what process should you use to value a business? Forget about putting a value on
assets based on resale value. Forget about comparing
business to
one in
next town that sold for a particular amount. Forget about all
"rules of thumb" like X times earnings or Y times gross income or some dollar amount per account or any other shortcut formula. A business value, and therefore its selling price, only makes sense when it's based on
capitalized earnings stream. Capitalization is simply
process used to determine today's value of a stream of future earnings. In
case of valuing a business, "today's value" is
value of
business, and
"stream of future earnings" is
expected future years' profit of
business based on current earnings. Most small businesses sell for a price in
range of 2-5 times earnings before interest and tax expenses are deducted.
Jungle Law #4: A Business Buyer Is Really Buying A Stream Of Earnings!
The assets of
business are just
tools of
trade that enable an earnings stream to be realized. Without
earnings stream,
business essentially has no value. You should note that in using this method, a business may actually be worth less than its fair market asset value or in many cases worth substantially more. A seller will be able to get
most they can for a business by showing a buyer
true investment value in
business based on provable earnings.
Jungle Law #5: Ignore All Claims Of Unreported Income!
This is a very sensitive subject known as unreported (to
IRS) cash sales. Some business sellers may try to get you to accept their claim that they had significant amounts of cash income that did not show up on their IRS Tax Return and accordingly want you to include this phantom income in your valuation of their business. I highly recommend that you totally ignore these claims and deal only with
business's reported income. Who is to say if
business owner's claims are true? If
business owner will lie to Uncle Sam might they not also lie to you?
Jungle Law #6: Most Sellers Are Fibbers! (Or They At Least Stretch The Truth)
Of course, this is not a completely true law of
jungle. Most sellers are honest people trying to get by in life like everyone else. However, a buyer should approach all information provided in
sale with some skepticism. Buyers are making a major financial decision and should carefully consider all information presented during a detailed due diligence process. If a buyer approaches
purchase of a business with a good healthy dose of "prove it to me," then it will be difficult for them to get burned.