Don’t Be Disengaged: Why This Buyer Spells Disaster

Buying a business is a big deal. You are embarking on a whole new life, have a ton to learn and an exciting new road ahead – a road that takes a lot of planning, preparation and hard work.

 

What can sometimes confound business brokers, business sellers and even some buyers is a relatively rare but alarmingly destructive force – the disengaged buyer.

 

 

What’s a disengaged buyer?

 

Someone who waltzes into the business buying process with nonchalance – they don’t take anything seriously.

 

They miss conference calls. They’re chronically late for appointments. They let license applications sit on their desk unfinished. They don’t show up for training with the seller, or they show up and act like they could care less. Sounds frustrating, doesn’t it?

 

Frustration isn’t the only issue. This level of apathy can be destructive as well.

 

It alienates the seller. It angers the commercial landlord. It hampers the ability to run the business because licensing requirements have not been met.

 

Sure, some of the business buying process is tedious. Some of your training will seem unnecessary. Red tape and paperwork are boring. We get it. Guess what? Nonchalance on your part can (and probably will) cause irreparable harm to your business ownership goals.

 

Why?

 

All those conference calls and meetings are crucial to your success. You can’t know if a business is going to be right for you if you haven’t asked the right questions.

 

Licensing requirements are an absolute necessity – and they can take time. Time that is out of your control because the wheels of bureaucracy turn slowly. You need to get going on applications as soon as is feasible and you need to stay on top of all the bureaucratic red tape before it has a chance to strangle your new business venture.

 

Your training period is critical to your success. You need to take every single moment of training seriously and try to gain every bit of knowledge you can from your seller. They’ve already worked through the pitfalls that you will face, and their knowledge will help you avoid them.

 

The relationships you have with your seller and your commercial landlord can make or break your transition to business ownership. If you alienate the seller, they are much less likely to take training you seriously – and you’d better believe they’ll stop taking your calls as soon as the training period is over. An angry landlord can refuse to transfer the lease, raise the rent, etc. Preserving those relationships by being respectful of everyone’s time and effort will go a long way on ensuring your success.

 

Do yourself and your future business a favor – BE ENGAGED.

 

Are you thinking about buying a business and want to know more about how to maintain important relationships throughout the purchase process? Would you like to know more about licensing requirements? Do you have questions about how the training period works? Ask us! Leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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Dig Deep: Decisions For Business Buyers

If entrepreneurship is your goal, there are more decisions to make than just picking a business off a list of listings. Figuring out the RIGHT business to buy is crucial to success. Here’s how you do it:

 

 

Dig deep.

 

What do we mean by that?

 

You need to figure out what you want. When you buy a business, you are buying yourself a life-encompassing job – a job where the buck stops with you. What do you want your future life to look like? Figuring out what really means the most to you, as well as what tools you have to help yourself be successful can mean the difference between buying yourself a successful new business and buying yourself a nightmare.

 

What factors should you consider?

 

Your background.

Why is your background so important? Owning and operating your own business is tough. It can sometimes mean long hours, tough decisions and navigating lots of issues. Your background matters because the steep learning curve that happens whenever someone buys a new business will become impossibly steep if you add learning an entirely new industry to the mix. Don’t do that to yourself. Pick a business that compliments the practical experience you already have. If you’ve spent the last 15 years in the manufacturing industry, and have never worked a single day of your life in the restaurant industry – buying a huge bar on the beach isn’t going to end well. Talk to your business broker about your experience and strengths – they can help you find business choices that will compliment your background and set you up for success.

 

Where you want to live vs. what type of business is actually possible in that area.

It should go without saying that some types of businesses can only be successful in certain areas. For instance, service-type industries (think restaurants, landscaping, housekeeping) do really well in places like southwest Florida where people are coming to second homes for vacation – and probably don’t want to be doing a ton of housework or cooking while they’re here. The same type of service business probably isn’t going to be as successful in a very rural part of Montana, for example. Take a look at the area where you’d like to live. What works there? What doesn’t? Talk to your broker about what businesses do better – and worse – in the area you’d like to end up.

 

What is your ultimate goal for business ownership?

Are you looking for a goal of making a certain amount of money in the next 5 years? Are you looking for a challenge and are willing to push the envelope with a business that will require more work on your part for a potentially bigger return? Or would you prefer a nice, safe and steady shop without a ton of room for growth – where you won’t have to push as hard but returns won’t be as big either? Your ultimate goal for business ownership will obviously have a big impact on your search. Talk to your broker about your income goals as well as about how much of a challenge you are willing to take on. 

 

Can you realistically get the licenses required?

Red tape can be very strange. There are certain industries in certain states that require a business owner to have prerequisite requirements for an operating license that might be hard to get. Think requirements to have x amount of years doing a specific type of work before you can even apply for a license. Some licenses require background checks, fingerprinting and the like. Ask your business broker about the industries you are interested in. The licensing requirements for an industry might preclude you from owning the business you think you want, so figuring out licensing limitations will be important early on in your search.  

 

The message here is buying yourself a new life needs more than a cursory search through listings. You need to dig deep and decide what you want your life to look like, then have a discussion with your broker about what type of businesses will fit with those goals.

 

Are you considering buying a particular type of business and have questions about whether or not it will meet your goals? Do you have questions about licensing requirements? Would you like to know more about the business search process? Ask us! Leave questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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Are You A No-Offer Business Buyer? How To Be Taken Seriously

If you’ve been looking for a business to buy for a while, you may have run into a problem that some buyers encounter – no one will take you seriously.

 

Maybe it’s your broker or the seller’s brokers that you have come across, maybe it’s the sellers themselves. Whoever it is, they don’t look at you as someone who is serious about buying a business. What they see is someone who is on an eternal search, and therefore someone who isn’t worth their time and energy.

 

How can you prove them wrong and show that you are a serious buyer? Make an offer.

 

 

“I don’t want to make an offer on every business I look at.”

 

Of course you don’t, and you shouldn’t. What we mean here is if you are seriously considering a business, the only way to know for sure if the business is going to fit your goals is to get to the due diligence process. In this process, you are allowed an in-depth look at all aspects of the business, from financial statements to contracts – then you can decide if it really is the right business for you.

 

“If I make an offer, I’m stuck with that business whether I like it or not, right?”

 

Absolutely not. If, during the due diligence phase you come across a reason why you don’t want the business – you will have the opportunity to back out of the deal before anyone reaches the closing table. The system is designed this way because businesses are inherently complex, so your ability to get a good look at what you’re purchasing is part of the process. Then and only then do you have to make a final decision about buying.

 

If you’ve been looking at businesses for an extended period of time without even entertaining the idea of making an offer, then don’t be surprised if brokers don’t take you seriously.

 

There are plenty of “tire-kicker” buyers out there who inquire about countless businesses – over enormous amounts of time – without ever making the move to buy one. On the other hand, serious entrepreneurs come on the scene with goals in mind, do a targeted search of available businesses, then make offers.

 

If you were working in the business market or trying to sell your own business, who would you take more seriously?

 

Are you a buyer who has trouble getting sellers to take you seriously? Do you have additional questions about why it is a good idea to put an offer on the table? Please leave us a comment or question here, and we will be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

 

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Buying A Business? Commercial Lease 101

You’ve found a great business and are excited to start negotiations with the sellers – but here’s a thought you may not have considered. That’s not the only negotiating you’re going to have to do.

 

When you buy an existing business, you typically are not buying the physical space that the business occupies.

 

Most businesses come with a lease, and that lease comes with a landlord and/or property manager.

 

 

Most landlords accommodate transfers easily, but not all do. Deals can get hung up on the lease when the landlord refuses to grant the transfer or has decided to change the lease terms dramatically. They can also get hung up if you don’t start working on the transfer until the last minute. 

 

The most important thing you can do as a buyer is get your hands on a copy of the current lease as soon as possible, and then deal with any lease issues long before the day you are supposed to close your deal.

 

Once you have the lease, the language you would typically want to see is in the section of the lease that has to do with transfers or assignments of the lease. Does it say something along the lines of “any assignment will not be unreasonably withheld”? If it does, you are probably in good shape. This type of language means the landlord would have to come up with a very good reason to keep from transferring the lease to you.

 

Landlords, for the most part, are concerned with keeping a rental space filled and generating rental income. Some, however, are unwilling to reassign leases (at least initially).

 

This is a part of the business sale process where your business broker will be an invaluable asset. They can act as a buffer between you and a difficult landlord, and can help to negotiate your new lease or the reassignment of the old lease to keep the lease rates reasonable.

 

Another way to keep the lease from holding up your closing is to be forthcoming with your financial information when the landlord asks for it. Most landlords are going to want to see some kind of financial statement that proves you have the capital to keep the business open. It would be foolish for them to rent to a tenant who will be forced to close the business doors only a third of the way through the lease. Some landlords also want to see some kind of resume or work history to show you have the experience necessary to keep the business running and profitable.

 

You should also be aware that in some cases the rental rate will slightly increase from what the seller is currently paying when you get a new lease. You can negotiate a lease extension at the same rate, but eventually your new lease may come with a new rental rate. You will also be responsible for coming up with the deposits necessary for the lease.

 

The message here is your business won’t be much of a business if you can’t get a lease assigned to you for the space. Deal with lease issues early on and the won’t become a big headache in the end.

 

Are you a business buyer who has questions about business leases? Have you had a deal fall apart because of a difficult landlord? Please feel free to leave us a comment or question here, and we will be happy to assist you with any lease questions.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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Could Vs. Should – Buying A Business Without The Right Help

If you’ve ever bought a house or have even just rented an apartment, you know the importance of agents in those transactions. Your real estate agent or your rental agent helped you with locating potential properties, let you in to take a look around, assisted with your purchase or lease contract and was there throughout negotiations. While it is possible to buy a house on your own or rent your own apartment, it’s definitely easier with someone who knows what they’re doing by your side. When it comes to the small business market, the same will be true. It’s going to be much easier with help.

 

Business transactions are inherently very, very complex.

 

If you’ve never been through a business transaction before you are probably going to have an impossibly difficult time navigating everything that needs to happen. That’s where business brokers come in

 

 

A business broker is a transaction agent. Their job is to get a business sale from start to finish. They help buyers by guiding you through from you initial contact all the way past the closing table.

 

Your broker will talk to you about your goals for business ownership, the amount of capital you are able to invest, the areas where you would like your business to be located and your education/experience. Your broker will then help you with your business search, narrowing down the choices based on your feedback. Once you have found a business or two that interests you, you will sign nondisclosure agreements to gain access to the business name and some cursory financials. If you like these businesses your broker can schedule conference calls with the sellers as well as site visits when there are no employees or clients around. Your business broker will then help you write your offer which, if accepted, will become the purchase contract. The business brokers will act as buffers during negotiations between you and the seller – a very important role. They will also negotiate with your future commercial landlord and property manager to ensure you get a fair lease. Your broker will also help you with the licenses and permits required for you to take over as owner.

 

This is a big list – and it would be quite an undertaking for someone who has never been through it before. Very few business transactions go through successfully without help. An experienced and qualified business broker has not only been down this road many times before, but they know where the pitfalls are going to be and can help you avoid them. 

 

The message here? Could you buy a business without a business broker? Maybe. Should you? Definitely not.

 

Are you considering buying a business but aren’t convinced you need a business broker? Do you have more questions about what a business broker can do to help you throughout the transaction process? Please feel free to leave any comments or questions. We would be happy to help!

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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The Justifiable Offer: Why A Low-Ball Is A Bad Idea

You’ve done the searches. You’ve analyzed your options. You’ve done a few conference calls with sellers and you think you’ve found the right business for you. Your next step is a big one, and your decisions here can absolutely make or break your chances of buying this business. It’s time to make an offer.

 

Your offer is important for a number of reasons. The offer you put together (if accepted) will become the purchase contract. This contract will include not just the final sale price but many other parts of the transaction that will need to be negotiated. Think the length of your training period, the terms of the deal and how existing contracts will be assigned – just to name a few.

 

This all-important document essentially contains all the parts of your deal that will need to be negotiated. The fluid nature of an initial offer/purchase contract means the first version – your version – is just a place to start those negotiations. It should go without saying that you need to start off on the right foot. 

 

 

The relationship you have with the seller, although not a permanent one, will be critical to the success or failure of your transaction. You have to talk to this person, meet with this person, iron out a deal with this person and then most likely work side by side with this person during your training period.

 

This is not a relationship you want to start with a perceived slap in the face.

 

What do we mean by that? You do not want to low-ball a seller just to see how desperate they are or how great of a deal you can get. People who intentionally low-ball business sellers aren’t business buyers. They’re tire-kickers. Your initial offer speaks volumes to a seller about how serious you are and what it’s like to work with you. You are making a financial offer for something that seller has invested countless hours in, has spent years building and has made sacrifices to maintain. Yes, business transactions shouldn’t be emotionally driven, but in the small business market it really can’t be helped. No one wants their blood, sweat and tears treated like a cheap car.

 

What should you do instead?

 

Make a JUSTIFIABLE offer.

 

A justifiable offer is a simple concept – it’s something based in reality and backed up by data. You’ve looked at the numbers, you’ve considered the current market and you’ve come up with a number that makes sense – not the lowest, rock-bottom price you’d love but something you feel (based on the data you have) is fair.

 

Making a fair offer tells a seller that although you may not want to give them their full asking price, you are a person interested in making a deal happen. You are someone who values their business and all they’ve invested. 

 

How do I make sure my initial offer is fair? Talk to your business broker about what you’d like to offer, and then listen to their advice. They know the market, and can give you insight into whether or not the number you’ve come up with will be a good point to start negotiations.

 

The message here is simple. If you are serious about buying a business the best way to start your transaction is by making a fair and justifiable offer. 

 

Have you looked at businesses and want to know more about how sellers come up with their listing price? Do you have questions about what an initial offer/purchase contract entails? Ask us! Leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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Unexpected Problems: What To Do When Your New Business Gets Sticky

You’re a brand new business owner and you’ve successfully navigated the path of purchasing a business. You took your time and really delved in during due diligence. You paid close attention during training with the seller and took copious notes. You’re pretty sure you’ve got the hang of this new business, and that you know everything about it.

 

 

Until you don’t.

 

Suddenly there’s an unforeseen problem. Something you didn’t find during due diligence. Something that happened out of the blue.

 

What can you do?

 

It depends. If a seller purposefully withheld something like a fatal flaw you will likely have some kind of recourse. If this is the case, call your business broker and discuss what options are available.

 

What if it’s not a secret fatal flaw? Then what?

 

Roll up your sleeves and get to work. Business ownership is tough stuff, and sometimes no matter what’s being thrown at you – you just have to find a way to persevere.

 

For instance, say you just bought a restaurant. Shortly after you take over the whole staff quits because they can no longer get away with things the previous owner allowed. Although a potentially rough situation, it can be solved by working some shifts yourself while you hire new staff or temporarily limiting the restaurant’s hours until you can right the ship.

 

What’s important to remember when you hit those initial and inevitable bumps in the road is no business is perfect and no business is smooth sailing. You are going to encounter problems – your success or failure as a business owner depends on what you do when faced with those problems.

 

It is also important to remember that the buck ultimately stops with you. If you aren’t willing to work with a staff who wants to get away with whatever they want – it’s not the previous owner’s fault when that staff quits en masse. It’s yours. Deal with the fallout and do what you need to do to get a new staff in place. Business buyers who sit on their hands and blame everyone but themselves are probably going to have a hard time as entrepreneurs.

 

The message here is you can research all you want and learn all you can about your new business and still end up with unexpected problems right out of the gate. Just remember that with some thought and hard work you and your new business can overcome anything.

 

Are you considering buying a business and want to know what recourse you might have if a seller hides issues? Do you want to know more about how you can find and deal with potential issues during due diligence? Ask us! Please leave any questions or comments, we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

 

 

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When To Jump: Thoughts For Business Buyers In 2020

These are interesting times, to say the least. Making the call to buy a business and jump into entrepreneurship was a difficult decision before the pandemic invaded all of our lives – now it seems like an impossible decision to make. 

 

 

Should I really buy a business right now?

 

If living through this madness has you rethinking all of your life choices and has you seriously considering making the jump – then you still can if you do so with the right planning and a good dose of flexibility. 

 

If you were seriously considering buying a business before the madness, the madness doesn’t necessarily mean you should stop. Whether entrepreneurship was the plan then or suddenly now, you should take another look at the businesses you consider and ask this question – will this business help me meet my goals for business ownership?

 

Defining your goals for business ownership will be pivotal to finding the right business for you – one where you can be successful and achieve the life you are looking for. Think about how much money you need to make to keep your life moving. Think about what you want your work week to look like. Think about how many hours you are willing to work everyday. Think about how much money you want to realistically spend right now. Think about jobs and industries where you think you would do well. 

 

These considerations will be very important, as will the ability to be flexible. You might have your heart set on a specific type of business, but buying that business will be an exercise in futility if that business meets none of the goals we discussed above. The current world we live in will also play a part in what business will meet your goals. For instance, if you are a buyer without a lot of free cash available, it’s probably not a good idea to buy a business that can be affected by shutdowns – you won’t have the cash to sustain it.

 

The message here is that business ownership is still in cards if you want it to be. There are good businesses for sale and with the right planning and forethought you can find one that will meet the goals you have for your life.

 

It probably also needs to be said that not only will you need to be flexible with your initial business choices, but also with the process. There are new protocols to keep everyone safe – so meetings will need to be planned ahead of time or take place via conference call or Zoom, masks will need to be worn for on-site visits, documents will be signed electronically instead of in person and requests may take a bit longer than they once did.

 

If you want to buy a business, you can. If you have questions – about the businesses that are currently for sale, about the changes to the business buying process, about how you can find a business that meets your goals – ask us! Please feel free to leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

 

 

 

 

 

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What Can You Realistically Afford? Thoughts For Business Buyers

We all have big dreams. A bigger house. A nicer car. Lavish vacations. Your own private island. What keeps these wonderful flights of fancy in the realm of dreams is the fact that we just can’t (currently) make them happen.

 

 

Big dreams can become a big problem in the small business market. Why?

 

New buyers will often consider businesses that are completely out of their price range – like drastically so.

 

Why do many new business buyers have unrealistic expectations? It may be, in part, because of the way people buy homes.

 

When you go into a bank to get a mortgage, you might walk out with a pre-approval for $750,000. Does that mean you have $750,000 in the bank in cash? Nope. It just means the bank is willing to loan you that amount because they can take back your new house as collateral if you don’t pay them back.

 

Small business transactions don’t work that way. There are financing options if you don’t have a huge amount of cash available – but that financing is very different than what you see in the housing market. You might be able to get a loan from the Small Business Administration (SBA) or from the seller of the business via seller financing – but no matter where you get your loan you are going to have to put up a large down payment and prove that you have the capital to both get through the transaction process and sustain yourself as the new owner of the business.

 

What do we mean by that? The business buying process can be expensive. If you get a loan from the SBA, they are going to require an appraisal of the business – one you as the buyer have to pay for. There are application fees for SBA, as well as application and licensing costs associated with the licensing requirements for your new business. If your future business is in a commercial space, your new landlord is going to want first-last-security and to see your financials to assure them you can not only pay those initial costs, but be able to pay your rent going forward. You might need capital for payroll in the first few weeks or months. The list can be long and pricey.

 

This doesn’t mean you can’t fulfill your dream of buying your own business. It just means you need to be realistic with what you can afford. If you only have $50,000 to spend, you shouldn’t even look at a business that is $750,000. It can’t happen. What you can do is find an affordable business that you can grow. Smaller, more affordable businesses can be very successful – and have lots of room for that all-important growth.  

 

If you want to know what you can realistically afford, ask an experienced and qualified business broker. They can look at your current financial situation, your goals for business ownership and your previous experience – then assist you with finding the right business to buy. The right business will both meet your goals and keep you from extending yourself beyond what is currently financially possible.

 

Have you always wanted to buy a business but aren’t sure what you could afford? Would you like to know what types of businesses are currently on the market in your price range? Ask us! Leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
5111 Ocean Boulevard, Suite E
Siesta Key, FL 34242

www.InfinityBusinessBrokers.com

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The Right Advice At The Right Time: The Role Of Attorneys In Your Business Transaction

Let’s start this one off by saying we are absolutely not advocating an attorney-free business deal. A business transaction involves contracts that you will need to sign and a lot of money changing hands – so the assistance of an attorney is absolutely necessary.

 

 

Business transactions, however, are also inherently very complex and businesses themselves involve a decent amount of risk. If buying a business gave you a 100% chance of getting a fabulous return on your investment then that’s what everyone would do. Buying and running a business means a fair share of risk and plenty of hard work.

 

Before you bring your attorney into the mix (which you will definitely need to do), ask yourself this important question – what do they do for a living? They protect you from any and all risk.

 

It is impossible for your attorney to keep you from any and all risk and also give you a thumbs up on a business. It is because of this conflict between what a lawyer does for a living and what you are trying to do (buy or sell a business) that we are suggesting that you keep their advice to only the portions of your deal that they specialize in.

 

What do we mean by this?

 

Your attorney doesn’t need to be giving you advice about price. Determining what a business is worth in the current market isn’t what they do. They don’t know how to derive value from cash flow or how to price a business based on what comparable businesses have actually sold for.

 

Your attorney shouldn’t have a major role in negotiations. At the end of the day, a deal is happening between the buyer and the seller. These two parties will have a tough time coming to a consensus – even when using intermediaries like business brokers who act as buffers. Adding more voices and opinions to the mix by having attorneys intimately entwined in the negotiations might mean no deal will ever be reached. It becomes a “too many cooks in the kitchen” scenario.

 

I get why my attorney might cause problems, so what should I use them for?

 

Again, your attorney will be instrumental in putting together contracts and advising you of your risks in association with these contracts. You should absolutely listen to what they have to say in regards to these parts of a business transaction that are very much their specialty. You should listen to their advice, weigh what they have to say based on the fact that their job is to protect you from risk – and then use common sense to make up your own mind about what you should do.

 

A note here. You should also be using a business transaction attorney for this role. Your family law attorney (for example) isn’t going to understand your business contracts the way a business transaction attorney does. It would be like going to the pediatrician to get plastic surgery – it isn’t what they do. Finding and using a business transaction attorney with some experience in this very unique process will be pivotal to success.

 

Keeping a business transaction as simple as possible is the only way to successfully navigate a process that is inherently complex. Use each advisor for the role where their advice is the most appropriate and you will have a far better chance of transaction success.

 

Are you a buyer or seller who wants to have their attorney involved in everything? Do you have more questions about why this might be a problem? Ask us! Leave any comments or questions here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

9040 Town Center Parkway
Lakewood Ranch, FL 34202




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