Buying a business can add revenue, customers and capabilities faster than growing them organically. Successful acquisitions start with a clear view of what you’re buying, what it will take to combine the two companies and which risks could surface after closing.
Work through the questions below before you commit.
Decide whether you’re buying the assets or the stock
If the seller is an LLC or a corporation, you can buy the company’s assets or its stock. Our general advice is to buy the assets. Buying the stock means you also take on the company’s liabilities, which can include legal problems no one has found yet.
If buying a company’s stock is the only way to get the deal done, negotiate with a clear understanding of what you might be inheriting, and involve your attorney early to navigate any potential legal issues.
Plan how you’ll combine the two companies
Combining two businesses takes more work than most buyers expect. Before you sign, settle on a plan for communicating with:
- Customers. Decide what you’ll tell them and when, and confirm whether their contracts can transfer to you.
- Employees. Decide which roles you need and which you don’t, and what you’ll say to both teams.
- Vendors and the lease. Plan the vendor conversations and how you’ll renegotiate the lease with the seller.
Look for hidden risks after closing
Some risks go unnoticed in early conversations and appear after the deal closes. Thorough due diligence is your best chance to root them out.
Company culture is often overlooked, but deserves the same attention. Ask whether the two companies’ cultures fit and whether anyone on either team may resent the change. Simultaneously, decide who will run your existing business and serve your clients while you’re focused on the acquisition.
Buying a competitor may not remove the competition
Acquiring a competitor can bring you its customers, but with one caveat. In markets where contracts go out to bid, customers are still required to seek a set number of proposals, so you’ll keep competing for the work.
How Oaklyn Consulting helps buyers
We help buyers evaluate targets, test the risks, structure the purchase and negotiate terms. We bill for time and charge no success fee, so we have no stake in any particular outcome.
Smaller acquisitions often fall below a traditional bank’s threshold. We cover what that means, and the alternatives, in is my company too small for an investment bank?
Janet Elkin, CEO of IMN Enterprises, had no in-house corporate development team when she set out to make two acquisitions. We took on that role and helped complete both deals; she describes the process from her perspective.
Frequently asked questions
Should I buy a company’s assets or its stock?
Our general advice is to buy the assets, because buying the stock means taking on the company’s liabilities, including ones that may not have been discovered yet. If the seller will only sell stock, negotiate with that risk in mind and involve your attorney at every step.
How do I find the right business to buy?
Start by setting clear criteria for the size, market and capabilities you want, then look for companies that fit. Our guide to acquiring your first small business walks through the steps.
What should I plan for before buying a competitor?
Plan how you’ll communicate with customers, employees and vendors, determine if customer contracts can transfer, and examine how the two cultures will fit. In bid-based markets, expect customers to keep requesting competing proposals.
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