Post-Closing Transition from Seller to Buyer of Businesses
Ensuring a smooth hand-over of a business from the seller to the buyer is of utmost importance when it comes time to sell a business. Buyers frequently need to be assured that the seller will help the buyer overcome a myriad of transitional issues after the sale occurs. A major component of preparing one’s business for sale is reducing the complexity of the transitional issues by reducing the seller’s role in the business so a buyer can step in to the seller’s role more easily. Let’s understand the critical issue of ensuring a smooth transition and why it is so critical to negotiate this issue ahead of time.
Buyer’s Post-Closing Needs and Questions Must Be Addressed by Seller
- When a qualified buyer is serious about purchasing a business, they invariable will request a meeting with the seller.
- Prior to the meeting and with the assistance of a professional business broker, the buyer should write down exactly what sort of post-closing assistance they will need from the seller.
- Of course, most buyers want as much assistance as possible, but such assistance obviously has its limits.
- In any event, the buyer and seller must discuss this issue directly.
- After all, the business broker, lawyer, or accountants associated with a business sale will not be around to lend assistance to the buyer after the closing.
- Only the two principal parties – the buyer and the seller – bear the responsibility of having to give and receive post-closing assistance.
- They therefore must discuss this delicate issue directly and with as much candor as possible.
- That way the seller will know what to expect and the buyer can gain the assurances necessary to proceed with the business purchase.
- It is quite possible that the seller will not be able or willing to provide the post-closing assistance that the buyer desires.
- This is particularly the case for a buyer who is not familiar or experienced in the specific business industry, or if the seller has a special skill set that can not be easily replaced.
- If the two parties are not comfortable with the post-closing needs of the other, then hopefully further negotiations facilitated by the business broker may resolve the matter.
Sellers Typically Offer Free Transitional Period for Limited Time
Depending on the nature of the seller’s role in the business, it is customary for the seller to offer a free period of transitional training to the buyer for about two to four weeks after the closing. The free transitional training period should always be explained in the purchase agreement, and should specifically spell out what is expected from the seller during the free training period.
Examples of Free Transitional Training Periods
- Let us suppose that John is negotiating the purchase of a pizzeria and Andy is negotiating the purchase of a small pool route.
- John has previously owned and operated pizzerias, and is quite comfortable with managing employees.
- In fact, John is planning to bring in his own ‘crew’ to work in the pizzeria.
- The free transitional training period probably does not matter to John, and he may only want a few days or so of training or even none at all.
- By contrast, Andy is purchasing a pool route where all the customers are familiar with the seller (who services their pools).
- In this situation, the seller’s presence after the closing is of paramount importance.
- Andy will want to be assured that the seller’s customers will remain after the closing, so Andy will insist on a detailed and specific post-closing transitional plan.
- This may include jointly sending letters to customers introducing Andy as the new owner of the pool company, jointly meeting as many customers as possible so Andy can be introduced to the customers, and generally having the seller’s cooperation in assuring customers that they will have the same level of service as before.
A Post-Closing Employment Agreement Between Buyer and Seller
Unlike a free post-closing transitional training period (usually two to four weeks), a buyer may desire the seller to remain employed by the company after the free training period ends. This is usually the case when the seller has a special skill set that is not easily replaceable or if the seller is otherwise instrumental to the business functioning properly.
The Post-Closing Employment Agreement is Flexible and Negotiable
The post-closing employment agreement may take many forms including the seller working full time for the business at an agreed upon salary, or the seller working just a few hours a month for the business as a consultant. Everything of course is negotiable, and all depends on the learning curve of the buyer along with how entrenched the seller is in the functioning of the business. If the buyer is depending on a post-closing employment agreement with the seller as a precondition to the purchase of the business, then the buyer should propose the post-closing employment agreement to the seller as the same time that the buyer proposes the purchase agreement.
Disclosing the Business Sale to Staff and Customers
A very sensitive issue for many sellers is when exactly to tell their employees or customers that the business has been sold, and at the same introduce the buyer as the new owner of the business. Most sellers correctly wish to avoid this event until the buyer actually purchases the business. Some buyers may still insist on meeting with the employees prior to the sale as a part of their formal due diligence. This is subject to negotiation, and the buyer must propose this condition ahead of time when proposing the purchase agreement. No matter when the buyer meets the employees, the seller and buyer must lay out a game plan of when, what, and how to tell staff and key customers about the sale.
It is imperative that all relevant issues regarding the post-closing transition of a business sale be discussed and negotiated directly by the buyer and the seller as early in the selling process as possible. A professional business broker should ensure that ensuring a smooth transition after the sale is addressed by both parties.
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