Having engaged with hundreds of entrepreneurs over the years, one thing has always resonated with each and every business owner….and that is the need to have control. Control over their business, their cash flow and their growth. This makes complete sense and speaks to why the thought of having to work for someone else sends shivers down their spine.
I am fascinated why a different set of standards is applied when it comes to selling his or her business. Let me paint an ‘all too common’ scenario that many of our clients have experienced.
One day, out of the blue, you are contacted by a ‘would be’ acquirer who is interested in buying your business. From the very moment that you entertain this approach you have lost control. Why is this you may ask? From that moment, the potential acquirer will define the hoops that you need to jump through before they even put a serious offer on the table. They will insist on a full due diligence before submitting a detailed offer and will no doubt leave you feeling overly exposed for an extended period of time.
Then, at the eleventh hour, they will put a ridiculous offer forward underpinned by all of the ‘risks’ that they identified in the due diligence. Forget focusing on the embedded value and future growth potential that your business will offer them. From their perspective, it is all about the negative stuff. Another alternative is that they finish their due diligence and walk away. You end up standing at your business entrance, watching them drive away, with nothing to show for it except an elevated blood pressure and asking yourself the question ‘what the hell just happened?’
Control is critical when selling your business. I am not talking about ego and arrogance. I am talking about taking an approach that is calculated and structured. An approach that drives a process on your terms and according to your agenda.
An approach that protects your confidential information along the way and doesn’t leave you feeling exposed at the end.
Always have a plan
Whether you are proactively going to market to find an acquirer or strategic partner, or someone comes knocking on your door, always have a plan. This will encompass the timeline, the terms and rules of engagement between the acquirer and yourself moving forward. By putting the plan in place, you take control of the process.
Interrogate the acquirer
Before doing anything as far as process with an acquirer is concerned, interrogate them to truly understand the following:
1) What are their motives to look at buying your business?
2) Have they bought business before?
- If they have, can they give you details on who they have acquired?
- Insist on speaking to those business owners that have been acquired by this acquirer to hear from the other side what working with this company is all about.
- Find out how they valued and structured those deals?
3) Find out how they would value your business and equally importantly, how would they fund the acquisition?
- You want the valuation formula upfront so that you are both working on the same basis.
- If the acquirer has to raise funding, then insist on speaking to the funder to make sure that there is a commitment from their side and to make sure that their valuation methodologies are aligned to what the acquirer is saying. If not, then you need to engage with the funder as their valuation will be the one that counts.
Always get an offer before due diligence
Always make sure that the acquirer puts forward a non-binding offer before commencing with the due diligence for the following reasons:
- This will give you comfort that they are serious
- It will identify where they see the value and what the risks are
Always agree the terms of the due diligence
Make sure that the terms of the due diligence are defined and reconcile back to the offer. A due diligence must confirm where the acquirer sees value and identify risks. Don’t let the due diligence list (which is often made up of hundreds of requirements) drive the process. Let commercial reality and practicality guide your process.
Always have a timeline
Always ensure that you are driving the process with a timeline. You must define the milestones and the deadlines for the acquirer. Remember your time is valuable and the acquirer must respect that.
How To, In Practice, Distinguish Between Executive, Non-Executive And Independent Directors And Their Functions
Learn more about the differences in executive and non-executive directors.
Definition of a director in terms of the Companies Act
Section 1 of the Companies Act 71 of 2008 (Companies Act) defines a Director as “a member of the board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of director or alternate director, by whatever name designated”.
Powers of directors
Section 66 of the Companies Act determines that the business and affairs of the company must be managed by or under the direction of its board and that the board has the authority to exercise all of the power and perform any of the functions of the company, except to the extent that the Companies Act or the Company’s Memorandum of Incorporation provides otherwise.
The board of directors, for the first time in our current Companies Act has been assigned the legal duty and responsibility and play a very important role in managing the affairs of the company and making vital decisions on behalf of the company.
Number of directors required on a board
In the case of a private company, or a personal liability company, the board must consist of at least one director and the case of a public company, or non-profit company, the board must consist of at least three directors. A JSE listed company requires at least four directors. The company’s Memorandum of Incorporation may however specify a higher number, substituting the minimum number of directors required.
How to distinguish between executive, non-executive and independent directors and their functions
A clear distinction is noticeable between the different types of directors in practice, even though the Act does not distinguish between executive, non-executive and independent directors.
The below table gives a clear understanding of the differences between executive and non-executive directors:
Member of the board of directors with directors’ duties.
|Part of the executive team, as an employee of the company and generally under a service contract with the company.||Not an employee of the company.|
|Involved in the day-to-day management of the company.||Not involved in the day-to-day management of the company.|
|In addition to a salary, does not receive directors’ fees.||May receive Directors’ fees, but does not receive a salary.|
|Shareholders are not involved in approving their salary packages.||Shareholders must approve their fees by way of special resolution, in advance.|
|Employee entitlements apply, such as annual and sick leave.||No entitlements apply.|
|Has an intimate knowledge of the workings of the company.||They contribute to the development of management strategies and monitor the activities of the executive directors.|
|They carry an added responsibility. Entrusted with ensuring that the information laid before the board by management is an accurate reflection of their understanding of the affairs of the company.||Plays an important role in providing objective judgement, independent of management on issues the company are facing.
Independent, non-executive director
An independent, non-executive director does not have a relationship, directly or indirectly with the company other than his or her directorship. They should be free of any relationship that could materially interfere with the independence process of his or her judgement and they do not represent the shareholders of the company.
An independent, non-executive director should be evaluated on an annual basis to determine if they are still considered independent.
The role of these directors
All directors should apply objective judgment and an independent state of mind, regardless of the classification as an executive, non-executive or independent non-executive director.
Executive directors may be appointed as non-executive directors on other boards if this does not influence their current position and is in accordance with company policy.
Before a director accepts the appointment, they should be familiar with their duties and responsibilities and be provided with the necessary training and advice.
Managing Your Priorities And Learning To Say No
How you use your time determines the degree of meaning or fulfillment you have and the money you make.
Getting more done is not about managing your time; it is about how you focus your attention and intention during the time you have. When you focus on scheduling your day to do high priority actions, they are more likely to get done.
Since you can have more than one kind of high priority action, it is wise to define them accordingly by further prioritising your high priorities. High priority items or actions can fall under one or more of the following categories:
- Those needing to be strategically planned (working on the business)
- Those needing to be done in relation to yourself
- Those needing to be done in relation to your employees
- Those needing to be done in relation to your clients, customers, patients…
- Those needing to be done that are creative (new divisions, services, products, markets…)
- Those needing to be delegated outside your company (outsourced)
- Those needing to be delegated inside your company (insourced).
It is essential to master the art of saying no to anything less important.
When you are unclear about what your true highest priority or business mission is, distractions can take you ‘off track’ and consume your time, attention, energy, focus, power of concentration and productive capacity.
Related: How To Say No Nicely
Knowing what your highest priority business mission and primary objectives are prevents you from being as easily distracted by every so-called ‘opportunity’ that comes along. It allows you to be more discerning about the activities you choose to take on board and those you discard. Clarity of mission gives you the ability to ignore distractions, and that can be incredibly inspiring and empowering.
You cannot please everyone so don’t waste your time trying. Continually saying yes because you can’t bear the short-term pain of saying no will cost you greater opportunities and lead you to bite off more than you can chew. Your time is finite.
Block out all less important distractions. Give them up. Embrace your trade-off.
Try eliminating, or scaling back some of your activities to determine if reducing or eliminating them makes any real difference in your results. This also helps you determine which actions are truly the most productive priorities. Deliberately eliminate or at least reduce your trivial, unimportant, unnecessary and irrelevant actions. Your intentional limits can help you become more limitless.
Sticking to your own higher priorities each day raises your self-worth. Take command of your time before others do and tell them the truth, or they may possibly keep demanding from you. Your integrity and, at times tactful bluntness, will allow you to get your most important job done. Your true friends or colleagues will respect your time and your priorities.
Since your work will expand or contract to fill the time allotted (Parkinson’s law), if you don’t fill your space and time with high priorities they can become filled with low priorities. And, if you don’t consume your energy and material resources with high priorities uses they can become consumed by low priority ones. If you don’t intensify your day with inspired actions things can slow down. Your time x your intensity will determine your results.
Many distractions that are being initiated by others are often opportunistic in nature. Many are simply others trying to sell you something – an idea, a viewpoint, an opinion, a friendship – in exchange for your valuable life and time. Simply being aware of what is being sold allows you to be more deliberate in deciding whether you want to buy or spend time on it.
Gracefully, respectfully and reasonably saying no, may temporarily disappoint the opportunist, but eventually it will lead them to respecting and appreciating you even more. It shows that you are a professional more than just an amateur and that you value yourself and your time more than their distractions. It is wiser to have a long-term gain in respect than a short-term popularity.
So ask yourself every morning what exactly is the highest priority action step I can take today to help me fulfill my most purposeful, meaningful, productive and profitable dream tomorrow.
(Infographic) The 6 Best Ways Leaders Can Inspire Their Teams
Being an inspirational leader takes empathy, centredness and clarity.
One of the most effective traits of a leader is their ability to inspire and motivate a team. As a leader, you have to lead by example and the tone you set will resonate with the rest of your employees.
So what’s the best way to inspire your team? For starters, show your team that you care just as much about them individually as you do about the business. That means asking questions about their personal lives and getting to know them outside of the office. Lead with both your heart and head, thinking equally about your employees and the business, and balancing empathy with management. Not only that, but you should continuously find ways to support the professional development of your employees, listen and learn to what they have to say and value the input of each and every member.
Having trouble effectively inspiring and leading your team? Don’t worry, according to science, leadership is something that can be learned. In fact, only 24 percent of leadership skills are genetic, and the remaining 76 percent are learned. Overall, the top trait of inspirational leaders is centredness, meaning the ability to stay calm under stress, empathise, listen carefully and remain present. After centredness comes clarity, balance and self-awareness.
To learn more about inspirational leadership, check out InitiativeOne’s infographic below.
This article was originally posted here on Entrepreneur.com.
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