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Tuesday, April 8, 2014

Does Business As Usual Attract A Buyer?

There are a multitude of first things that need to be done when you take over in an organization as the new person – especially if you are at the top of the org chart.

When I was elected president of the board of a country club, I immediately talked with the key staff and department heads, influential club members, primary vendors, and community supporters to get a good view operations and the business health of the club. I also looked at the books and administration files as well. While on the walk-about, I shared my views and thoughts about governance under the new administration.

When I took over operations as President and CEO of the National Captioning Institute, a promotion from within the organization, I spoke with the key staff and department heads, board members, major clients, primary vendors, and the auditors. This gave me a broad view of how effective the operations were and gave others the chance to see me in this different role.

In both cases, most operations and administration elements were in pretty good shape, but there were several items that had slipped, resulting from the casual and comfortable nature of long-term relationships between staff and external resources. Like contracts which had expired but were extended by handshake between parties – works fine while the same players are in their respective roles. However, when that changes, there is no documentation of the current contract provisions, and the person(s) with specific knowledge are elsewhere.

In a similar situation, the standard operating procedures (SOP) for the organization most likely have changed in practice but not been written down – everyone knows what changed when it happened – so no urgency to document the changes, so the task of writing them down gets further and further down in the pile of things to do. The problem comes when the players change and specific knowledge of SOP goes out the door.

What I have found in the sale or purchase of a company, a division, or a product line, more often than not, it is these casual agreements and undocumented changes that delay or kill the deal.

Unless, or until, the operations and administration can be substantially documented, prudent buyers will not go forward, because there is no assurance that the informal, handshake deals will convey with the sale. What holds the buyer back is fear of a situation where a reasonable deal becomes nightmare due to negotiation conditions and agreements before the ink is dry on the purchase agreement.

When working with owners, before taking the business to market, an initial step is housekeeping - dotting the “i’s” and crossing the “t’s” to assure current documentation and contracts are complete and readily available for the buyer’s due diligence. This project also helps the owner bring into sharp focus relationships and resources so much a part of the operations that they are all but invisible. What has been disrupted by the Internet – how can we capitalize on a new approach?

Once this is cleaned up, the owner can work on developing materials which present to the prospective buyer the benefits of owning this organization.

Business as usual can have too many ‘just because’ elements, which will spook a serious buyer. Better to convert them to ‘here’s how’ before setting up the sales tent.

What lies ahead for the owner – The Final Frontier

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