The Biggest Mistake, Part 5: Due Diligence Nightmares
We have been discussing the biggest single mistake you can make in selling your tech company: talking to only one buyer. The reasons should be intuitively obvious to anyone, yet so many company owners see a buyer’s approach as the “easy” way to sell their company. Just the opposite: it may destroy your company because of prolonged due diligence, and confidentiality issues.
There are two types of confidentiality issues: internal with staff, clients, suppliers, etc., and external to the market you serve. You should always endeavor to keep the negotiations confidential as long as possible as a competitor might use it against you, key employees can get skittish, and so on. With a single buyer you have no leverage at all to push to close as they have all the leverage – there are no competing offers, so why should they rush. They can “gum” the deal to death, wearing you out with due diligence demands by lawyers, accountants, system designers, and others.
You will never get any benefit in the deal price/structure if you do better in sales and profits, but you will definitely see the terms deteriorate if you miss your numbers, or a problem is found. Further, if the information about you selling gets out, some end user can decide they want part of your closing proceeds, so they saber rattle; their ligation attorney knows they can delay things with a lawsuit, no matter how truthful, thus forcing you to settle with them in order to close! Ditto, a former employee who becomes knowledgeable of the deal (attorney in hand) decides they did some key code while freelancing in college, and now wants royalties, unless you pay him off, of course.
As my Scottish grandmother used to say: “Tis many a slip up betwixt lip and cup!” Stated simply, you want to get through due diligence and close as fast as possible – nothing good happens if there are delays, and you will have them if you don’t have the leverage of other interested parties.
Posted by BruceDMilne, Founder on 28 December 2009
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