reading is damned hard writing.
Clip from the December 2002
“Industry Watch” column for
tech company looking to be acquired needs to:
Stay one step ahead of
underwriters by performing due diligence on itself as
well as its clients, collecting, managing and updating
information in advance of acquisition.
company assets to understand the true balance sheet and
legal issues and blemishes like back taxes.
representations and warranties regarding the accuracy of
financial records as stated in the purchase contract.
Assess and make current
the articles of incorporation, operating agreements,
annual reports, votes of officers authorizing action
items, list of shareholders and shares subject to
Clear the stock ledger
and any related shareholders’ agreements.
Get key employee
agreements with independent or subcontractors in clear
and concise writing as to the impact of the relationship
on the business.
Safeguard the potent
bargaining tool of intellectual property with
appropriate trademark, copyright, or patent filings; and
nondisclosure, nonsolicitation, noncompetition and
assignment of invention agreements.
Know the legality of
transferring outside licensed intellectual property to
assets or company stock in a sale.
(not boilerplate) license agreements in place.
Document key customer
and supplier relationships in writing.
packages to maintain loyalty among key employees whose
departure could affect the value of the purchase price.
Talk to investment
counselors and bankers, business brokers, industry
godfathers, and people involved in tech industry
purchase and sales to get the word out to the right
Great article in the latest issue of Interface Tech
"Positioning for Mergers & Acquisitions." I don't know
your background, but I am always impressed when a reporter
masters a technical subject well enough to 'get it right.'
It appears to me that you did. I am an M&A
advisor/business broker in Portland, Maine, with 22 years
experience, so I guess I would know. Glen Cooper, CBA,
Business Appraiser, Business Valuator Accredited for
Litigation, President, Maine Business Brokers' Network.
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