Jo Haigh
It’s a fact that a company is what’s called a legal person. A company can do many things that a human person can in fact do, including having a baby! We call it a subsidiary. It can even get married; we may call that a merger and it can of course kill someone under the Corporate Manslaughter Act.
So if a company is a legal person, when that legal person is put up for sale the transaction itself becomes a sort of life.
When a new baby is brought into the world, for the most part this is a period of joy and excitement, sometimes it’s after a long awaited period, and this can all make this moment of life even more special.
This feeling of exhilaration is very similar when coming to an initial agreement to sell your business, what we call heads of terms, and when the transaction to facilitate the deal comes to life.
Of course a new baby is going to change forever the life of most parents.
Sleepless nights being one of many changes to life style, a lack of sleep without a doubt means the parents in question can lose perspective and although the actual joy of being a parent is unlikely to be destroyed, the worry and stress that dealing with a new baby can badly taint such enjoyment.
With your heads of terms signed and the due diligence process kicking off, the million and one queries and questions from the prospective buyer, some of which may be unpalatable at best and unexpected at worst will take the gilt off your lily quite quickly.
But as with a baby a deal starts to grow up, and with growth comes new issues. For a human you may get the terrible two’s as your little one develops his or her own personality.
As the lawyers on both sides enter the life of your deal the ‘terrible two’s’ becomes all too often the ‘terrible times’. With a brief on both sides to secure a water tight transaction, all too often commercial sense seems to disappear as lawyers lock horns and escalate fees in what can appear to be a pointless war of words and tantrums, with no winner except perhaps the lawyers themselves.
As the preschool years fly by and your child appear to have developed the personality of a “Vulcan”. In the teenage years you may well feel Venus and Mars could provide a welcome retreat from the alien world you are living in.
With the funding market being at best extremely challenging, if your transaction requires cash from an external source, the pressure this will put on all players be it the buyer or the seller, are likely to make you feel very alienated indeed.
The time pressure you are feeling in running your business, along managing your deal will have left you ragged and you may well feel you have landed on “zod” where the rest of the world is in a different time zone to you with entirely different priorities. It’s also a very over populated world and if you aren’t very astute many of these players will have agendas that are inconsistent with yours and that’s even if you are aware of what they want.
Teenage tantrums however traumatic though for the most part pass and your “spotty oik” blossoms into a confident young person if you are lucky, if you have the unlucky gene then sadly some young people never grow up into sensible adults, and have to be dealt with in a particular way, be it counselling or sadly neglect and disownership. If your deal is stumbling into oblivion know when it’s time to invest more time in turning it around or actually walking away from it.
If you are fortunate and you are now blessed with a blossoming mature child, the key to such a sustainable future is to never assume he or she won’t need future nurturing.
People fall of the wagon for a million reasons some more valid than others. Some foreseeable and others are complete side balls.
Take your eye off your transaction as you head towards the completion line is therefore ill advised.
Buyers can be very paranoid and their funders even more so, the economy is fragile and confidence can be easily shattered.
Never assume anything ever, don’t spend your cash prize physically or even mentally until you do the deal. Nothing is certain ever.
In fact the only certain thing is uncertainty, deals are taking up to a year to complete and the tsunami and ash cloud world we now live in means surprises are more likely than ever before.
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Jo Haigh is head of FDS corporate finance services and the author of The Keys to the Boardroom – How to Get There and How to Stay There . You can reach her at johaigh@fdscfs.com.
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