A Conflict of Agents: How Attorneys Kill Deals

Russ Allred MBA 

A business broker’s job is to bring a willing buyer to a willing seller and draft a deal that benefits them both.  A typical deal, with SBA financing requires that the seller carry some paper, ensuring ongoing oversight for the new and inexperienced buyer.  A cooperative working relationship is essential to a successful deal.  The broker’s compensation depends on both sides accepting the deal and working together.  This past month I spent negotiating, cajoling, encouraging and babysitting the buyers and sellers of two deals that had been polluted by the influence of their respective attorneys.   

I have many attorney friends.  I required the advice and services of attorneys to represent me in a commission dispute.  An attorney prepared my family trust, helped me incorporate my business, and attorneys refer me as a receiver to mitigate losses while business partners work out their differences.  I like and need attorneys and my Business Broker Code of Ethics requires me to recommend my clients seek the advice of an attorney, but when it comes to selling a business they can be deal killers.

The job of an attorney is to aggressively represent one side.  They get paid based on the time that they work.  It is to their advantage to foment discord between parties.  Attorneys decry that business brokers have a conflict of interest because they may represent both the buyer and seller in a transaction.  They seldom see their own conflict of interest, in that their client wants to do the deal.  Their job should be to facilitate that transaction and prepare against a worst-case scenario. 

In one of the deals I had to save this month, I negotiated a $2.3 million dollar compensation package for my sellers.  My client had previously hired a broker who listed their business for only $1.6 million.  It was truly the best deal that anyone could have offered them.  The buyer demonstrated his competence by negotiating an SBA loan, and had a back up loan with another willing lender.  In my 36 year career working with businesses, the situation was unprecedented.  The Sellers specifically said to me, “We really like these buyers.”

The sellers hired their attorney to prepare the stock transfer.  As the transaction progressed, the attorney also prepared the seller carry note.  A job that escrow usually does.  As is often the case, the purchase loan was delayed due to bank requirements.  The sellers started to refer to the buyers as “incompetent, inexperienced.”  The seller carry note became more restrictive.  The sellers tried to infuse punitive damages on the buyers for delaying the deal.  When the loan was funded, they refused to provide the transitional consulting that they originally agreed to.  When the buyer had questions about the new requirements the sellers’ attorney told the buyer to have their attorney call her.  Their business broker certainly didn’t advise these actions.  The contention came from the attorney.  In the end the sale was consummated on the terms I had originally suggested, but the parties are off to a very bumpy relationship.  The attorney nearly killed the deal and on her advice the sellers may yet lose the $300,000 they are carrying. 

When you seek the advice of your attorney, take charge of the transaction.  Make your best deal and instruct the attorney what you want them to do.  They work for you.  Keep a lid on the cost by controlling the time they work.  Above all, recognize that you can’t sell your business without a buyer and the buyer must be successful to pay you.  Don’t let your attorney put a wedge between you and your future.

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Buy or Sell a Fantastic Business for the Holidays and the New Year

The Holiday’s are almost here and this is an exceptional time to think about either wanting to sell your business or to purchase a business during the Holiday and New Year Season. It might be time to think about your career goals and objectives or exit strategy and the Cash Flow and Seller Discretionary Earnings that you require and if you are thinking about changing your career path. There are many significant businesses that we represent for sale and for buyers looking to purchase the right business.   If you are a potential Seller wanting to confidentially sell your business in any service, professional, automotive, restaurant, manufacturing related, beauty, internet or technology business or any type of franchise and resell of the franchise or a Buyer wishing to purchase a Business then think no further than Phil Haney-Senior Business Broker/Sales Agent in the Santa Clarita Valley. I am fully focused and involved successfully in Representing Sellers and Buyers in the Sale and then Purchase of all types of businesses based on my vast business expertise and professionalism in business brokering for the last 17 years and also providing consulting for businesses and clients. Further my vast business expertise in operating and running large Divisions in Manufacturing and Operations in the Corporate World for many years and handling Mergers, Acquisitions and Owning several Franchises along with my past as an Officer in the Military has given me the insight to provide the best Representation and Guidance for Sellers and Buyers and Valuations on Business and providing a Win/Win for Sellers and Buyers.

 At Sunbelt Business Brokers and Advisors we are the largest Business Brokerage Entity in the United States and sell more businesses than any other organization. Sunbelt is the place to go to buy or sell a business.  This can be the perfect time for you and family to consider your options and future plans for your next vocation or career path or to sell your business and receive the rewards for all your growth and hard work or for your exist strategy.

At Sunbelt we use a 10-Step Process to Sell a Business:

A Business Broker Professional & Consulting Service Executive such as our Sunbelt Business Broker & Advisors organization can provide the necessary professional knowledge, skills, and business advice and Representation to either sell your business, provide consulting and an improved thought process for you, and for prospective buyers to purchase what they desire. To also represent the sale of the Business for you when ready or to assist you as a Buyer.  Give me a call or email me to coordinate a confidential meeting on your business and representation or buyer requirements. I can be reached at my email address at phil.haney@sunbeltnetwork.com or calling our main office or my personal cell phone at 661-644-5313.    

 Happy Holidays, Season Greetings and a Merry Christmas coming up. Enjoy and give me a call to talk further. A wonderful Gift would be a profitable business!!!

 PHIL HANEY

Looking Forward to 2017

The election is over. I know so many of my clients were so tired of hearing the news media producing negative information on the people running for government jobs. It created a negative effect on our economy during the last 2 years.  It kept many people from making decisions on purchasing a business in 2016. I call it the fear of the unknown. But, the political battle is over and now people can get back to rebuilding their business lives and rebuilding America.

Choosing to buy a business is not an easy task. It requires motivation, study, and the ability to recognize that a price agreed to at time of final negotiations is the correct path to closing the deal. As a Business Broker, I sometimes see buyers hesitate to make the decision to purchase a business.  They later recognize often too late in the game that they made the wrong decision. They lose out on a Great deal, simply because of the fear of the unknown. There will always be risk involved in purchasing any business. This is an absolute.  But, if you as a buyer can steady your hand and visualize the path that lies ahead for a company that you’re going to purchase, you will always make the right decision.

I had a buyer recently that had a fear of paying taxes because the company he was going to purchase made too much money.  There is nothing wrong with paying taxes, as long as you know you are going to realize the bottom line goes into your pocket.

2016 has been an exciting year. I have helped so many clients formalize their decisions on purchasing a business. If they didn’t purchase a business in 2016, they now have a path to assure them a smooth transition to a business purchase in 2017. I value my clients and I am always available to bring my consulting efforts to the table. I look forward to a very strong and profitable year in 2017 for all of my clients. If you want a path to a successful business future, give me a call anytime!  Perry Angress