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Professionals working together – one client, one purpose

by Anthony J. Soukenik

At GGI’s North American Regional Conference in Washington DC earlier this year, I had the good fortune of presenting on working together with a single purpose when clients are selling a commercial enterprise.

Highlights of my presentation were as follows:

  1. Be transparent on fees and specific industry experience.

  2. Strategise with your client’s professionals to maximise enterprise value.

  3. On the sales side, if possible, spend time preparing the company for sale:

    a) Consider reclassifying supplies and inventory that were previously expensed by our “tax efficient” clients resulting in an EBITDA adjustment and delivering working capital;
    b) Consider the ramifications of the allocation of purchase price – is there a place for an allocation of personal goodwill?
    c) Begin the underwriting process for rep and warranty insurance;
    d) Discuss indemnification formulas typical to the industry and to the client, as they relate to prior company warranties and call backs with statistical data to support the proposal; and
    e) Begin to educate your clients on anticipated audits that might be required during due diligence for GAAP reconciliation, quality of earnings, and Nexus issues.

  4. Prepare and address the multitude of special considerations that can occur from state-to-state requirements. For example, in Illinois, the Bulk Sale Department of Revenue stop order requirement; 1031 real estate exchange possibilities; collective bargaining agreements which include multi-employer defined benefit plans that result in underfunded liabilities and the termination of benefit plans.


Photo: Leonid Andronov - stock.adobe.com

16 January 2023

Anthony J. Soukenik

Sandberg Phoenix & Von Gontard P.C., Shareholder

Sandberg Phoenix & Von Gontard P.C.