1 - Synergies

When looking to acquire a business, it’s important that you really analyse potential synergies with the target organisation if you are to fully understand its value and how much it is worth – or potentially worth – to you. For example, can you add revenue to the business by selling its products or services to your current client base? Does it enhance your offering and enable you to charge more? Will it help facilitate savings in terms of procurement or the co-location of offices?

2 - Change of Control

How will employees and clients react to new ownership? An exodus in either case would obviously be disastrous, so it is vital to gauge staff morale and key client and customer relationships before the deal is done. Change of control clauses are standard practice in contracts so it is important to be assured that they won’t be used.

3 - Ownership of IP

Does your target acquisition have full ownership of the various trademarks, patents etc association with its brand, its products etc? Over the years we have been surprised at how many companies don’t.

4 - Share Buybacks

When companies buy back their shares the legal details are often overlooked, potentially invalidating the transfer and leaving a question mark over who actually owns the shares. Be careful and seek good legal advice if contemplating a share buyback. If you have carried out a share buyback in the past and you are unsure, get a lawyer to review the paperwork sooner rather than later.

5 - Owner Remuneration

Is the current owner paying themselves a small salary and taking a large dividend or vice versa? The profit you are looking at in the accounts may be materially different to the underlying profit when remuneration is calculated on an arm's length basis.

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If you'd like to discuss how Shaw & Co can help you sell, buy or fund the growth of a business, please book a meeting here