Owners of growing businesses should build to sell, whether they intend to or not. They must see their business through the eyes of a potential buyer; warts and all. A potential buyer (i.e. their professional advisors) will lock onto risks and opportunities to determine the question: what is this business worth to us?

Having time to manage those risks and take those opportunities will create a more valuable business. Even if the business owner decides to hold on to the business, they will have a better business as a result. This, in itself, is often the reward.

But if they do actually intend to sell, the reality is that no business owner knows when it will actually happen. It may take months, and more likely years, to maximise value this way. Life is unpredictable. Buyers appear out of the blue with an offer too good to refuse. An anticipated buyer at the anticipated time can pull out unexpectedly for many genuine reasons. When a business owner builds to sell, they will at least be ready to get the best outcome on exit, whenever it may be, and avoid leaving money on the table.

But how is this done? To start with, business owners engage their accountant and lawyer to conduct a vendor due diligence (“VDD”). These advisors will scrutinise the business; just like the potential buyer’s solicitor and accountant will. The business owner will receive a VDD report highlighting the risks and opportunities identified and recommendations on how to address them. Now the business owner sees the business through the eyes of the buyer. The business owner will then have time to do something about the issues raised.

Later, the advisors provide a final report confirming what has or has not been done. Armed with these reports, a business owner can be confident that they are ready and have maximised value. They can also provide these reports to a potential buyer. This is likely to ease the buyer’s due diligence requirements and the significant impact on the business owner (i.e. time and money). It could also mean the difference between a sale or not. A loss of momentum caused by due diligence or a potential buyer’s frustration from a business owner disorganisation can bring things to an abrupt end. Business owner, don’t let that happen to you.


Joe Kafrouni
Legal Practitioner Director
Kafrouni Lawyers


The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. Business people should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

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