Successor Corporations

A successor corporation is a new business that arises out of a prior existing one. It is important to keep in mind that taking over another business can leave the new business open to liabilities. It may be in your best interests to work with a business lawyer if you wish to create a successor corporation.

How Successor Corporations Occur

In the majority of cases a successor corporation is created through an acquisition or merger. By taking over the existing corporation a new business entity is created. Your company may purchase another business, and in the process create a new name and identity. The terms of the agreement will mean that the property, financial assets, obligations and equipment become the property of the new company. Ideas, knowledge and contacts that were held by the former corporation also become the property of the new one.

Be Careful When You Acquire a Business

You need to be clear on the fact that by taking over an existing business you accept its assets, but also its liabilities. It is often the case that a company will try to escape liabilities such as tax obligations through a merger with another company. If you are not aware of the company’s liabilities prior to the acquisition you may be left with being obligated to repay these liabilities. You might have recourse through a lawsuit, but the court may decide that by accepting the merger you should have been aware of any liabilities, and therefore they are yours to repay.

When a business that is seeking to acquire another does become aware of existing liabilities, this can often disrupt negotiations. You should be aware also that if an individual or entity was seeking to sue the former corporation, your company may become the subject of the lawsuit and be liable for paying damages.

If You Are Seeking to Create a Successor Corporation

Acquiring a business can lead to unexpected liabilities if you are not careful. It is important that you hire a business lawyer who can help you unveil any information about the business that is the object of your acquisition. Call Seck & Associates today to arrange a consultation at (913) 815-8481.

4 Important Reasons to Start Your Exit Plan Today

Approximately 75% of business owners are expected to transition out of their businesses in the next 10 years. Eighty to ninety percent of business owners have most of their wealth tied up in their businesses. Even with a large amount of their wealth concentrated in a single place, 83% of business owners have no written transition plan and 49% of business owners have done no exit planning. With all the businesses for sale in the United States, only about 20% result in a successful sale.

So how do business owners increase the chance for successfully transitioning their business and get the value they built in their business? Advance planning is important. It is never too early to start thinking about an exit, whether a business owner is starting out, growing, or nearing retirement. Below are 4 reasons to start working toward an exit plan today.

1.       Prepare for a Forced Exit. Certain unforeseen events such as death, disability, divorce, distress and disagreement, can require a business owner to exit. While these events are often unexpected, a business owner can consider such scenarios in advance to put together an exit plan should one of the above occur. By having a plan in place, business owners will know they will have adequate resources personally and within the business should a forced exit be necessary.

2.       Maximize Company Value. Whether selling a business is part of an owner’s short-term or long-term plan, owners should develop an exit plan now to work on implementing the steps necessary to achieve an owner’s exit strategy. For example, if your plan is to sell in 5 years and you would like to receive a specific purchase price, you should be working with advisors to take steps to reach that exit strategy. By developing a plan early and implementing such plan, business owners can increase the value of their companies to ensure a more successful exit or sale.

3.       Mitigating Risk. Business owners can work with advisors such as merger and acquisition attorneys or advisors to develop a plan that allows for reducing the risk and increasing the sale proceeds in a transition. For example, if the strategy is to sell to a third party, the business owner may want to work on cleaning up any skeletons in the closet such as settling outstanding litigation, cleaning up the balance sheet, buying out minority shareholders or updating old equipment.

4.       Prepare for Retirement. Much of the focus of exit planning or planning for a sale can be focused around the company, but equally as important are the goals and next chapter for the business owner. Once the company is sold, what does the business owner need to be comfortable in retirement? What will the business owner day-to-day activities look after an exit? Working with advisors to plan for this next chapter will affect the goals upon a sale.

Selling Your Business To A Key Employee

Owners wishing to sell their businesses often look to key employees as a way to transition the business to someone who knows and understands the business and often has a similar vision for the business.

But selling a business to a key employee is not as simple as handing over the business and cashing a check. Here are some steps you must still take:

Read more . . .

Choosing the Best Buyer for Your Business

Entrepreneurship is a wonderful thing; however, at some point, entrepreneurs may decide to sell their businesses for a number of reasons ranging from an impending retirement to partner dispute to new entrepreneurial pursuits. Establishing the seller’s desire for a sale makes for a better sale strategy and allows the seller to find the right buyer.  Furthermore, finding the right buyer for your business will allow for a smooth transition in ownership and continued success for your company. 

Typically, buyers come in three types: internal, financial and strategic. Depending on the seller’s motivation for a sale, a particular type of buyer may be best suited for the company. 

Internal Buyer

An internal buyer is a company employee or a long time independent contractor who is immersed within the company. Often, employers sell to internal buyers as part of a long-term plan to reward key employees and a gradual transition of the retiring owner. However, internal sales typically bring the lowest sale price and often require seller financing. Additionally, the long-term plan of an internal sale may not be ideal for the seller’s timeline or the company may have cash flow issues if part of the sale is company financed.

Commonly, internal sale prices are discounted to reflect the buying employee’s “sweat equity” in years prior to the sale.  The sale terms will likely be more flexible than with a third party buyer. Some factors that could impact the ultimate sale price are: the upfront cash payment, the number of years the remaining payments are made, the tax treatment of the payments, and any element of payment adjustment such as a bonus payout based on certain targets. The more the factors favor the buyer, the higher the sale price should be.

Financial Buyer

Another option available is an external sale to a financial buyer. A financial buyer is an external buyer who sees the current business as something he wants to acquire and run. Depending on the industry, a seller can typically command a mid-market price from a financial buyer.  The financial buyer will be most interested in the financial health of the company and its ability to generate healthy returns.  These transactions can happen much faster than an internal sale depending on how quickly the buyer is looking to close the deal.  Sellers who prefer to sell the business and move onto the next venture would find financial buyers to be a good type of buyer based on the timing of the transaction.  Finally, sellers should ensure that of its corporate and financial records are in order to maximize the sale price and accelerate closing the sale. 

Strategic Buyer

A third option is another type of external buyer, a strategic buyer who is specifically looking for a niche company. Commonly, a strategic buyer already owns a business, which is either similar or complimentary to the seller’s company. A strategic buyer is looking to make acquisitions to expand the existing business, strengthen the company brand, improve the leadership team or to access recurring revenue. A strategic buyer usually brings the highest price.

In addition to determine the best type of buyer for the company, a seller must also consider other factors about the buyer regarding the buyer’s vision and plan for the company.   What are the buyer’s intentions for continuing with the business and is this something that is acceptable to the seller.  For example, if a business owner is looking to sell the company to someone who will continue to carry out the vision of the business owner, an internal buyer who is invested in the company culture may be a better fit than a financial buyer who has different plans for the company.  For more information on how to target particular buyers or how to sell your business, please contact Sheila Seck at 913-815-8485 or by email.