Frequently asked questions
These are the questions we are asked on the telephone, with the same answers we give on the telephone, written down here so you can read them without having to speak to anyone.
The questions we are asked
What changes in my company?
As little as possible. The team, the name, and the location stay. We change nothing on the first day that we have not discussed with you, and our instinct is always to keep what already works.
What happens to my people?
They keep their jobs. The people who run the business day to day usually continue to run it. We buy companies because of the people in them, not in spite of them.
Does the name stay?
In almost every case, yes — the name above the door is part of what we are buying. If there is ever a reason to change it, we discuss it with you first.
Can I stay involved?
If you wish, for as long as it suits you — a few months or a few years. And if you would rather hand over the keys and step away cleanly, that is fine too.
What if I don’t want to stop working?
Then don’t. A good many owners we speak to have no intention of stopping, and we would rather buy a company whose owner still wants to run it than one whose owner has already left. We are two more pairs of hands, not a replacement.
Is it confidential?
Yes. Every conversation is private, from the first email onward, and nothing is shared without your agreement.
Do you buy the whole company?
Usually in full. If you would prefer to keep a stake or be paid over time, we can arrange that.
How do we begin?
Write to us. A first conversation is private and carries no obligation.
What is my company worth?
Nobody can tell you without seeing the accounts, and be wary of anyone who does.
Value comes from two things: the company’s normalised result, and a factor applied to that result. Almost all of the serious discussion is about the first, not the second. Normalising means taking out what is yours rather than the company’s, and adding the cost of hiring someone to do what you do today for nothing. In companies of this size those corrections frequently move the result by more than 30%, in both directions.
After that there are still two steps between the value of the company and the money that reaches your account: the debt and the cash at the closing date, and the level of working capital the company is handed over with. That is where a number you liked turns into a different one.
What we propose to do is this: look at the accounts, and put our number in writing early, before asking you for weeks of work.
How long does it take?
Four to eight months from the first conversation to signature, and the difference almost always lies in four things: how many shareholders have to agree, whether the property is already separated from what belongs to the company, whether the accounts need rebuilding before they can be analysed, and how quickly each side answers the other.
The first conversation is an afternoon. The phase that weighs on you most is diligence, and that is six to ten weeks. You can stop at any point up to signature.
Do I have to tell my staff?
When you want to, and it really is your choice.
In a sale of quotas the employer does not change: the company is the same, the contracts are the same, and nothing has to be notified to anyone because the shareholders changed. If instead the transaction is a trespasse or an asset sale, the rules are different and more demanding, and that is one of the reasons to know early which of the two routes is on the table. Confirm it with your lawyer, who is the person who can tell you about your own case.
In practice most owners tell the team after the contract is signed, in person, on the same day or in the days that follow. We will not ask to speak to your people before that. During diligence we will only need to know, on paper, who the site managers are, how long they have been with you, and how each one’s succession is planned.
When that moment comes, if it helps you, we will be at the company on the day you tell them, to answer the questions that are for us and not for you.
Can I sell only part?
You can, and it is not unusual. Usually we buy all of the quotas, but keeping a stake is a real option and there are groups across Europe built exactly that way.
If that is the route, three things have to be written into the contract from the start, and not left for later. How and when the part you kept is bought, and at what value. What information and voting rights that part gives you for as long as it lasts. And what happens if, on the day you want out, we do not want to buy.
An honest note, because you will hear it from any lawyer who knows the subject: a minority stake in a company that is not for sale has no automatic way out. That is why the mechanism has to be written down, and why that is the part of the contract worth reading most carefully.
Against that, there is an advantage that usually goes unnoticed: depending on the form the transaction takes, keeping a part may be treated differently for tax than being paid entirely in cash. Talk to your contabilista certificado before you decide, not after.
What if I change my mind?
You can stop up to the day you sign the sale and purchase contract. Until then, all that changes is how much work has already been done.
In the first conversation, and until our number is in writing, it costs nothing and there is no obligation on either side. The confidentiality agreement signed before we see any accounts binds you to secrecy, not to selling.
The letter of intent does not oblige you to sell either. It obliges two things: secrecy, and not talking to other buyers for a period, which has to have a date. Stopping there costs you the time you put in, and nothing else.
From the moment diligence begins, money is being spent by someone, and so who pays for what is agreed in writing before there are costs, and not halfway through. If you stop after that, you owe your share of the work already done, and nothing beyond it.
Once the contract is signed, you can no longer stop without consequence, and what that consequence is stands written in the contract itself, in numbers, before you sign it.
What happens if we do not proceed?
Most conversations do not go ahead, and that is the most likely outcome of any first conversation, yours included.
If we stop, everything you gave us is returned or destroyed, whichever you choose, and we confirm it in writing. That includes accounts, contracts, customer lists and payroll schedules. Any analysis we made from those documents is destroyed with them.
Two exceptions, and they are the only ones. What was already public before we spoke stays, because it was not you who gave it to us. And the advisers who worked on the process keep their own file for the period their professional rules require, which is not a choice of ours or of theirs.
You do not end up on a list, we do not write to you again unless you tell us to, and nothing we learn is used for any other purpose. If you want to pick it up again in two years, it starts from the beginning, and the beginning is a conversation.