How to ensure a departing management team won’t stymie an exit

Mike Robson of Azure Partners explains how to ensure a departing senior management team won’t stymie an exit.

Mike Robson, director at business consultants Azure Partners, explains how to ensure a departing senior management team won’t stymie an exit.

One of the critical issues for a potential acquirer is what will happen to the business when the senior management leave. This is not so much an issue when the deal involves tangible assets such as a building or intellectual property rights, but in the majority of cases where potential acquirers look to buy the ability of a business’s staff, systems and processes to create future profits.

When making an acquisition, an overriding fear can be that the business is too dependent on the business owners. The thought: ‘Am I paying a large sum of money to enable people who are crucial to the business to leave?’ can be very much at the top of the potential acquirer’s mind.

This fear may lead the potential acquirer to change tack. Options they can take include reducing the price they are prepared to pay, tying the owners into an earn-out, which requires them to continue working for the company after sale, or, in some cases, withdraw from the acquisition altogether.

What is more, many business owners have launched and developed their companies from an early stage and have built their businesses around their individual skill sets, experience, preferences and personalities.

This is absolutely fine for a business in the early stages of development and growth, but it often means people who are not specialists in their areas run vital parts of the business – a situation that can ultimately restrict the organisation’s ability to succeed in the longer term. This weakness is often compounded by the fact that many companies lack a full set of board and management business skills.

All these issues will be brought into sharp focus when you try to sell your business. So if you want to achieve a clean exit, there’s a lot of work to be done in advance of even starting an exit conversation.

One of the first steps should be to find three or more acquirers willing and able to bid for the company at about the same time, while simultaneously presenting the business in such a way to show that the transfer of ownership would be smooth and relatively quick. Shareholders must also put themselves into a position where they can readily turn down offers that are not acceptable.

The key to fulfilling each of these objectives will always be the development of an effective tier two management, who sit below the owners but possess a track record of successfully working together and without the departing tier one.

Before attempting to begin negotiations, business owners should conduct a thorough review of their business from the acquirer’s perspective, and realistically assess their importance to a number of revenue-critical areas. The self-assessment will need to cover brand and marketing activities, major client relationships, new customer development, operational management, supplier relationships, and innovation in products and services. Perhaps most importantly, in the run up to an exit, examine how you manage recruitment, motivation, management and retention of staff.

In the two or three years before initiating a sale process, you should create a plan to develop other people in these roles, which will most likely be through a combination of training, hiring or outsourcing.

And by making your company less dependent on you and the other owners, you will also create a better-managed, faster-growing company that will allow you to invest less of your time in the day-to-day running of the business, and more in concentrating on other areas.

Most importantly, you will have allayed a potential buyer’s fears and made it a whole lot easier to secure the right exit at the right price.

Todd Cardy

Adelbert Swaniawski

Todd was Editor of GrowthBusiness.co.uk between 2010 and 2011 as well as being responsible for publishing our digital and printed magazines focusing on private equity and venture capital. Connect with...

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