{"id":49322,"date":"2025-06-19T23:43:18","date_gmt":"2025-06-19T23:43:18","guid":{"rendered":"https:\/\/my.legal500.com\/developments\/?post_type=legal_developments&p=49322"},"modified":"2025-06-19T23:43:18","modified_gmt":"2025-06-19T23:43:18","slug":"preparing-your-business-for-sale-with-bhsms-corporate-team","status":"publish","type":"legal_developments","link":"https:\/\/my.legal500.com\/developments\/thought-leadership\/preparing-your-business-for-sale-with-bhsms-corporate-team\/","title":{"rendered":"Preparing your Business for Sale with BHSM\u2019s Corporate Team"},"content":{"rendered":"

CORPORATE | INSIGHTS | MERGERS & ACQUISITIONS | BY JOE MCVEIGH<\/strong><\/p>\n

\"\"<\/p>\n

Preparing your business for sale is a significant endeavour, one that requires meticulous planning, thorough documentation, and expert guidance. With the optimistic outlook for M&A in Ireland in 2024, there is an anticipation that even more business owners will be looking to sell this year. Whether you\u2019re considering selling in the near future or just contemplating the idea, it\u2019s essential to understand the process and the key players involved.<\/strong> <\/em><\/p>\n

<\/p>\n

In this article, Joe McVeigh, Partner, Brenda Ntambirweki, Senior Associate, and Sin\u00e9ad Mannion, Senior Associate, who are all members of the Corporate Team in BHSM, caught up to chat through the process and where to get started if you are considering selling your business.<\/em><\/p>\n

The decision to sell a business isn\u2019t one to be taken lightly. Joe explained that it involves many factors, from market conditions to personal readiness. \u201cThe process firstly varies depending on whether you\u2019re selling shares or assets\u201d. When selling shares, the transaction involves transferring ownership of the entire company, including its assets, liabilities, and obligations to the buyer. Joe noted how this approach typically entails a share purchase agreement and may involve warranties and indemnities to protect both parties involved in the transaction. On the other hand, selling assets involves transferring specific business capital, such as equipment, inventory, and goodwill, rather than the entire company itself and it will require an asset purchase agreement. Sin\u00e9ad emphasised the importance of the business being prepared in advance of a sale in order to maximise the value of a company and to avoid buyers using issues to require potentially costly indemnities. She further advised that sellers should aim to resolve any contentious issues in advance of a sale as any outstanding legal actions or uncertain ownership of assets could cause unforeseen delays. It is also important to focus early on the tax structuring of a deal, i.e. whether any corporate restructuring and tax planning is required in advance.<\/p>\n

Joe highlighted that several common challenges arise during the preliminary stages of a transaction. He noted that,<\/p>\n

\n

\u201cmaintaining confidentiality throughout the process, especially at the early stage, is paramount. Given the interconnected nature of business communities in Ireland, ensuring that sensitive information remains confidential is crucial to safeguarding customer, supplier, and employee relationships.\u201d<\/p>\n<\/blockquote>\n

Sin\u00e9ad added that prospective buyers will meticulously scrutinise a business\u2019s legal, financial, and operational areas to assess its value and identify potential risks. Maintaining for example accurate and up-to-date records, contracts, policies, and procedures and being prepared is paramount to instilling confidence in potential buyers and streamlining the negotiation process. \u201cIt will minimise the risk of encountering unexpected challenges during the sales process, ensuring a smoother transaction and maximising the likelihood of achieving favourable outcomes for everyone involved.\u201d<\/em><\/p>\n

So, who should you talk to first to get started? In Ireland, the typical approach involves reaching out to financial advisors. As Joe explained, \u201cmany businesses initially engage with their accountant or corporate finance advisor, who can analyse the business\u2019s financial performance and create a sales strategy to attract potential buyers.\u201d <\/em><\/p>\n

He noted, however, that it is commonplace internationally for sellers to prioritise consulting with lawyers first. Brenda highlighted this practice, mentioning that during her time working internationally, sellers commonly turned to legal advisors before engaging with other professionals. \u201cThis approach was beneficial to sellers, particularly when considering a structure for their transactions, as an early assessment of information would lay the groundwork for what these sellers wanted out of a transaction, whether it was a complete exit or a partial exit with some retention of management control or a retention of a minority interest. Collaborative input from legal advisors and financial advisors in the initial stages of a transaction is key to ensuring that all the preliminary transaction advice is aligned to the client\u2019s objectives before the client approaches the market,\u201d<\/em> she noted.<\/p>\n

While the traditional sequence in Ireland often involves contacting financial advisors first, there\u2019s merit in considering the latter option, especially given the intricate legal considerations involved in selling a business. Ultimately, the choice between financial advisors and legal experts depends on individual preferences and the business owner\u2019s specific needs.<\/p>\n

When asked what advice they have for business owners trying to decide when the right time to sell is, Joe advised to start the conversation with relevant professionals. He likened this process to preparing a house for sale, emphasising the importance of tidying up loose ends and addressing critical aspects of the business. He noted, \u201cwith BHSM, it starts with a relaxed conversation where we discuss factors such as customer and supplier relationships, contractual agreements, and property leases\u201d. Sin\u00e9ad underscored the all-encompassing nature of selling a business by noting that, \u201cfrom a personal perspective, you should be fully engaged and ready to assess if you can dedicate sufficient time and resources to the process so that it runs smoothly. It\u2019s essentially another job on top of your existing job\u201d.<\/em><\/p>\n

Joe noted how \u201cBHSM acknowledges that selling a business is often a once-in-a-lifetime event for many owners and stressed the importance of careful consideration and planning to ensure a successful transition.\u201d<\/em> Beyond the technicalities, the emotional aspect of selling a business, cannot be ignored.<\/p>\n

\n

\u201cFor many business owners, their venture is more than just a source of income; it\u2019s a culmination of years of hard work, dedication, and passion. Our role at BHSM extends beyond transactional support; we serve as confidants, guiding business owners through the emotional rollercoaster of letting go of their life\u2019s work.\u201d<\/p>\n<\/blockquote>\n

Brenda noted that selling a business isn\u2019t without its challenges. \u201cIt\u2019s crucial to be prepared for the unexpected and to understand that the process may be time-consuming. Transactions for the SMEs that we service tend to have a lead time of about 60 days, but sometimes take longer, and therefore, it is important that clients are aware that negotiations may take longer than expected.\u201d<\/em> she advised. BHSM guides business owners through the process with expertise and support. Brenda added, \u201cby ensuring that clients are continuously updated and involved at every step of the transaction, our clients are equipped with the knowledge needed to make informed decisions on the transaction, from negotiating a purchase price mechanism that suits the client, to limiting liability for warranties and mitigating risks associated with a business sale or business combination effectively.\u201d<\/em> Sin\u00e9ad emphasised that BHSM offers a pro-level experience with personalised approach, which sets them apart.<\/p>\n

\n

\u201cBHSM prides itself on providing individualised attention and fostering long-term relationships with clients, ensuring they receive tailored solutions and unwavering support throughout the sale process and beyond.\u201d<\/p>\n<\/blockquote>\n

Brenda touched upon the post-sale integration phase, highlighting the importance of seamless transition and continuity for both parties involved. \u201cWhether retaining key employees or aligning business operations, successful integration is critical to preserving the business\u2019s value and ensuring its long-term sustainability. BHSMs service extends to this phase\u201d.<\/em><\/p>\n

Preparing a business for sale is a multifaceted undertaking that requires meticulous planning and expert guidance. With BHSM by your side, you can navigate the complexities of the sales process with confidence and peace of mind. From initial assessment to post-sale integration, BHSM offers comprehensive support every step of the way, ensuring a smooth and successful transition for both buyers and sellers alike. Whether you\u2019re considering selling tomorrow or in three years\u2019 time, it\u2019s never too early to start the conversation. As Joe aptly said, \u201cit\u2019s like cleaning the house before putting it on the market. You need to get your house in order.\u201d<\/em><\/p>\n

If you require any more information, please don\u2019t hesitate to reach out to our dedicated team at:<\/p>\n

Joe McVeigh, Partner, Head of Corporate, jmcveigh@bhsm.ie
\nBrenda Ntambirweki, Senior Associate, bntambirweki@bhsm.ie
\nSinead Mannion, Senior Associate, smannion@bhsm.ie<\/p>\n

This article is for general information purposes. Legal advice must be obtained for individual circumstances. Whilst every effort has been made to ensure the accuracy of this article, no liability is accepted by the author for any inaccuracies.<\/p>\n","protected":false},"featured_media":0,"template":"","class_list":["post-49322","legal_developments","type-legal_developments","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments\/49322","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments"}],"about":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/types\/legal_developments"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/media?parent=49322"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}