When it comes to buying or selling a business, the stakes are incredibly high—not just in terms of financial investment, but also in how these moments can redefine your professional trajectory. While it might be tempting to leave the heavy lifting to your legal team, the reality is that your active involvement is critical. The decisions you make during the transaction process are as consequential as those you make in running your business every day. As we approach the closing of a transaction, understanding why you need to be deeply involved, despite your busy schedule, can be the key to a successful outcome. So, while it may be tempting to check out, keep working your normal schedule, or even plan to leave town around the closing of a transaction, it’s critical that the client be available and engaged until the documents are signed and the money changes hands – and beyond. Here's a closer look at why clearing your schedule before closing isn’t just a precaution—it’s a strategic necessity.
Your Involvement is Crucial
Your counsel’s role is to handle the intricate details of the transaction—from drafting documents to negotiating terms. However, the ultimate decisions that affect the outcome of the deal rest with you as the client and transacting party. This isn’t merely a part of your daily job; when you’re buying or selling a business, it temporarily becomes your job. The final week of closing, often hectic, requires your active decision-making on critical aspects that determine the success of the transaction.
Last-Minute Dynamics
The nature of mergers and acquisitions is such that many significant developments occur in the last week. Documents might be nearing their final form, but your role and that of the legal team remain intensely active. Finalizing decisions on complex issues such as financial adjustments, third-party consents, and governmental clearances often happens towards the end. Your availability to make these decisions is crucial in avoiding delays and ensuring that the terms agreed upon reflect your best interests.
Dealing with Third Parties
Business transactions invariably involve multiple third parties—financial institutions, government agencies, lessors, and others whose approvals and documents are crucial. These entities operate on their own timelines, which can differ significantly from your transaction schedule. Last-minute negotiations and approvals are common and require your prompt attention and action to keep the transaction on track.
Critical Adjustments and Calculations
Many deals involve final adjustments or financial calculations that can only be confirmed just before closing. These are often tied to operational aspects of the business, like inventory levels, accounts receivable, or final sales figures. Such details are vital to ensure that you receive the value you expect from the deal. Your involvement in understanding and approving these figures is essential, as they have direct implications on the transaction's financial aspects.
Transition and Transfer Activities
Certain operational transitions, such as notifying employees, transferring sensitive information, and handing over physical assets, are scheduled around the closing period to ensure confidentiality and smooth transition. These activities require your direct involvement to manage effectively and sensitively, ensuring that the business continues to operate smoothly post-transaction.
Preparing for the Unexpected
Despite thorough planning, unexpected issues can arise in the final stages. Being on hand and flexible can make the difference between a deal closing on schedule and unnecessary delays. It’s advisable to avoid scheduling unavailability such as vacations during and immediately after the planned closing period. Important tasks, both legal and operational, often need to be addressed promptly as the deal concludes.
Post Closing
Many business transactions leave important steps for the weeks and moths following closing. While the parties can generally enjoy a bit of down time after the transaction closes, its important to keep an eye on the post-closing tasks to ensure that you don’t leave money on the table or breach your obligations under the agreement.
Proactive Measures to Streamline the Process
To mitigate the rush and stress of the closing week, proactive steps taken early in the process can be immensely beneficial:
- Regular Review and Feedback: Engage with your legal team regularly to review documents and understand every phase of the transaction.
- Early Communication: Initiate discussions with banks and critical third parties early in the process to clarify requirements and timelines.
- Team Alignment: Ensure all stakeholders, including business partners and spouses, are informed and on board. This alignment can prevent last-minute disagreements or surprises.
- Establish Responsibilities: Know who is going to be responsible for which tasks as early in the process as possible.
While it is counsel’s responsibility to guide you through the complexities of the transaction, your active participation is indispensable for a successful close. By understanding the demands of the closing process and preparing accordingly, you can significantly influence the outcome in your favor. This not only minimizes potential stress but also empowers you to make informed decisions about your business's future.
By setting aside dedicated time in the crucial final week, you are not just facilitating a smoother transaction—you are taking charge of shaping your business’s destiny.
