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on 25 February 2010
I've helped a number of large companies buy and sell businesses. And from a Corporate Finance perspective, it's reasonably straightforward: There are huge rafts of people to do all the detailed stuff, while you get to focus on the fun of structuring and negotiation. As an entrepreneur, I needed a useful summary of how smaller transactions are typically approached, where to start looking for advice, finance and deals, what are the parties expecting and how should I conduct myself.

This book has all of these things in a clear and readable format. It's relatively recent (2007) and - unlike say Tips & Traps When Buying a Business (Tips and Traps) - is a UK book, written for a UK audience. The chapters cover essential groundwork, who's who in the processes, and in buying, where to source acquisitions, valuation, structuring a deal, financing and due diligence. The selling chapters cover timing a sale, finding buyers and useful structuring suggestions (tax planning, warranties and indemnities, anti-embarrassment clauses and whether to stick around afterwards). There is also a glossary, a sample letter of intent, heads of terms, non-disclosure agreement, shareholders' agreement and due diligence checklists. These documents are thorough (the shareholder agreement contains drag and tag clauses, shareholder consents, share transfer and compulsory share sale provisions for instance), however, they are more likely to be useful as a reference point - for one thing, there's no facility to download these samples into an editable format, and for another, such documents tend to be highly tailored and fluid - far better to use professional advisers to draft in my view.

Ninety percent of buying a business is the application of appropriate caution and common sense. I thought this book struck the right balance between useful information and brevity. If I could make any improvements it would be 1) to provide links for sample documents to be downloaded and 2) to include more information on online deal sources - a huge industry has grown up around advertising businesses for sale and since many merely republish existing ads, some kind of roadmap as to the better agents would be very helpful.
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