entrepreneurs who are used to handling things themselves, and don’t

want some slick know-it-all prying in and taking a cut. This, says

Ciullo is probably the biggest seller’s blunder possible — and

the most common.

He says that even for a small firm it is worth hiring an outside team

to set your business handsomely on the block. The most basic team

should consist of an accountant — not yours — to do basic

value assessments. An experienced merger attorney is also necessary,

says Ciullo, but invite them only at the end of the process —

never the start. Lawyers tend to be expert deal breakers, he says.

It’s their trade. Better to get your options and plans assembled

first.

The team’s third member is frequently the most valuable, yet most

stubbornly resisted by the seller: A professional dealmaker or merger

negotiator charges a fee that almost invariably profits the owner

many times over. Far more than a facile-tongued chat man, the

negotiator

can help you present your firm optimally and very frequently he has

a strong network of buyers on the shelf.

$100,000

annual volume, perhaps the cost of an outside audit is too high. But

for larger companies, such a move shows the buyer that you have a

thorough handle on you business’s worth. A solid review of your

records

— presented at the ready to a buyer — gives him the feeling

that yours is not a dart board asking price.

head, your buyer will come in and meticulously analyze your every

asset. Beat him to the punch. Review salaries that might be excessive.

Shed excessive real estate. But don’t fall into the streamlining rut.

Take that high salaried employee and let her take that long-wanted

fling at a new, impressive venture.

advises Ciullo. "Don’t appear like a turtle who is pulling his

head in. You’ve got to convince these buyers that you are moving

forward."

Even if your value has dropped a bit, advance your aggressive posture.

Develop or strengthen new business alliances to enhance your customer

base. If you have 10 veteran salespeople, this may be the time to

hire two youngsters. Show buyers they’re hitching their wagon to a

meteor, not a tree stump.

is driven by its terms," says Ciullo. Typically, an owner wants

to take away about a third of the sale in cash. She prefers to sell

stock so she can take the profit as capital gains (a relatively low

20 percent) and at the same time, remove herself from all liability.

Buyers on the other hand, often seek to lock the seller into a

five-year

covenant of assured growth and pay by promissory note with payments

scaled to profits.

The trick here is to hint at deal restructuring. For example, buyers

hate real estate. They don’t enjoy the idea of plunking cash up front,

and hate thinking of being tied to you as an endless tenant. So adjust

that to a five year rent-to-buy option. Also, the reality of cash

is that it automatically lowers the business’s value. If your buyer

insists on a growth clause, sweeten the deal by taking less up front

in return for a percentage of the future pie for a few years. Your

assumption of upcoming profits should appeal to the buyer.