Top five things to do to achieve the best value on a company sale
If you’re contemplating selling your tech company it’s never too early to get your house in order. Here are five key things to do to achieve best value:
1. Ensure your accounts are in order. Clean, well prepared accounts (including management accounts) will enable a potential purchaser to identify the company’s assets and liabilities, which will be key to agreeing a purchase price. If your accounting records have gaps, or if the numbers do not add up, it might cause a cautious purchaser to walk away or cause problems in agreeing the best purchase price.
2. A tech company’s main assets are likely to be intellectual property (IP). Ensure that all of your IP has either been developed by employees or has been developed by third party contractors who have properly transferred all IP to the company. It’s not necessarily enough that you have paid your contractor’s invoices – you need to ensure that all relevant IP has been properly transferred. Use of open-source software can also cause potential problems so this should be checked and advice sought. Also ensure you can provide evidence that your company owns its trade marks, logos and websites.
3. Make sure you have copies of any material contracts, such as customer contracts, property leases, supply contracts, hire purchase agreements/equipment leases and banking agreements. The buyer will want to know the cost and duration of these, as well as whether the sale of the company will affect them.
4. Put together a schedule of all your employees, together with their employment contracts. If employees, and particularly key employees, do not have contracts, this needs to be remedied as early as possible. The buyer will want to know details such as salaries, length of service, working hours and holiday entitlement. You will probably be asked to provide right to work documentation for non-UK citizens, so ensure you have up-to-date documents to avoid any problems.
5. If you’ve granted share options to employees or others, make sure you have all the paperwork in place. You’ll want to check that they have been correctly granted and that they can be exercised by the employees before the sale without any adverse tax consequences. Also get advice on your company’s articles of association to ensure that when you want to sell you can make sure the option holders also sell their shares at the same time.
Preparing your business and seeking early advice can save time and costs later on in the process. You will also be in a stronger negotiating position when the time comes and if you remain in the business following sale, as founders often do, then the on going partnership will be stronger for it.
This guide is for general information and interest only and should not be relied upon as providing specific legal advice. If you require any further information about the issues raised in this article please contact the author or call 0207 404 0606 and ask to speak to your usual Goodman Derrick contact.