Covering All Bases in a Sale
Written by:
Albert S. Frank
Article Overview: When you sell a business, make sure you get paid. This article is inspired by an actual case I handled where the client nearly lost a functioning business without being paid for it, and was only saved by prompt court action against the buyer. It contains points that not everyone knows.
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Free Download - Sued for Someone Else's Breach of Contract By Albert S. Frank
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Covering All Bases in a Sale
Unloading business filled with legal pitfalls
Covering All Bases In A Sale
By Albert S. Frank, LL.B.
When selling a business, it is perfectly reasonable to be concerned with issues like the purchase price and how to structure payment from a tax perspective. The most basic question, though, is “will the buyer really pay?”
Background Checking
You would not hire a secretary without checking references. Why treat the sale of a business more casually?
Check out the potential buyer. Does the buyer have good net worth, business ability, and character? Be thorough, because some buyers sign agreements without really being willing and able to pay.
Eliminate Seller’s Obligations
I once met a man who had built, and then sold, a thriving real estate business. As a result, he went bankrupt.
Like many other business owners, he had personally guaranteed his business’s debt with the bank. This was fine as long as he was in charge, because the business was thriving. Unfortunately, his personal guarantee remained in place when he sold the business. Presumably he thought the business was so solid that this would never be a problem.
The buyer was crooked or incompetent, and quickly destroyed the business by sucking out the incoming cash and paying little or nothing to the business’s creditors. The bank then demanded payment on the seller’s personal guarantee. The seller, having been paid only a fraction of the purchase price and no longer having a business, was unable to pay. He had to go bankrupt.
There are con artists who specialize in buying companies, looting them, and departing, leaving behind a ruined business, an unpaid vendor, and numerous debts for which the unpaid vendor might be liable. Of course, honest buyers can also be dangerous.
The seller must be freed from all personal guarantees and other obligations, as early as possible.
Independent Legal Advice
The buyer’s lawyer is not a judge or a referee or the seller’s friend. The buyer’s lawyer will NOT make sure that the seller gets paid or that the terms of the agreement are fair.
The seller needs a lawyer of his or her own.
It is amazing but true that sellers can fall for the sneaky buyer’s line, “Why don’t we both use my lawyer? We’ll save some legal fees.” This is like the buyer and the seller jumping out of an airplane together, but only the buyer is wearing a parachute.
Who is Obliged to Pay?
The apparent buyer might not be the actual buyer. The apparent buyer could own the buyer, for example. If the sales agreement says that the buyer is “012345 Ltd.,” the mere fact that it is owned by a quality person is no help. The seller usually could only look to 012345 Ltd. for payment.
012345 Ltd. was likely just incorporated, and has little or nothing in the way of assets. If 012345 Ltd. fails to operate the business successfully, the seller probably will not be paid.
Security for the Purchase Price
Once we have something, paying for it is not a priority. Indeed, “buyer’s remorse” might strike, and the buyer might feel that the price was excessive. Even an honest buyer might then try to get a discount or to avoid paying altogether.
Another danger is that the buyer might lack the capacity to pay.
So a key question is what security the seller holds for the payment. Personal guarantees, debentures, and mortgages are examples of security that can be used to ensure that the purchase price can be collected.
“As is” Sale
Is the business being sold “as is,” or based on representations as to things like the customer base, cash flow, profitability, and so on?
The seller generally prefers an “as is” sale. Otherwise, the buyer could take over the business and then, alleging that the representations were not correct, refuse to pay the outstanding balance of the price. This could lead to a long, expensive lawsuit.
The buyer might also like this approach. After all, as I see in my work as a litigator, representations – and even express written warranties – often turn out to be false. The buyer then might have to sue. Full advance information access could be better than having to sue after buying, when the representations turn out to be false.
Of course, the buyer might want the advance information and also want binding warranties. One possible compromise would be a price that automatically alters based on easily verified results. For example, the price could be based in part on what percentage of the customer base stays with the business during the first six months of the new ownership.
The Retirement Perspective
Will the seller have enough money for a comfortable retirement that could include, for example, luxurious living in a setting with 24-hour security guards? Or will the seller spend an old age working as a security guard? Getting paid or not getting paid, that is the question.
# # #
The above article first appeared in the Mid-May, 2001 issue of The Bottom Line - The Independent Voice for Canada’s Accounting and Financial Professionals.
# # #
The above article is not intended to be a complete statement of the law on any point made in it. On the contrary, it is a general discussion and does not take into account all factors that could affect a particular case at a particular time and place. Moreover, it has not been altered to reflect any changes that might have taken place in the law since initial publication.
In other words, an article cannot give you legal advice; if you need legal advice you should consult a lawyer.
# # #
Albert S. Frank is a business trial lawyer (commercial litigator). After over a decade on Bay Street he has relocated and is now at 45 St. Clair Ave. West, Suite 101, Toronto, M4V 1K9.
Phone: (416) 929-7202 E-mail: afrank@FrankLaw.ca
Web: www.FrankLaw.ca
Copyright © Albert S. Frank
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Manufacture of POTATO Flour / POTATO Powder
- Manufacture of POTATO Flour / POTATO Powder
About Project
Setting up of a unit for manufacture of potato powder
About Product and its use:
Potato powder is increasingly being used in a variety of food preparations like snack foods (Mc Donald, Pringle, Haldiram namkeens etc.), soups, curries and other dishes as a thickening agent. Its use at present is mainly in hotels, restaurants, but acceptance in household is growing due to its inclusion in items like ready to cook soups, dals, curries, etc.
Market Potential:
The potato powder is supplied in bulk to the manufacturers of the various snack food items and restaurants/ hotels. The major demand is in cities like Mumbai, Delhi , Chennai, Nagpur , etc. The demand is much more than the supply at present and is likely to grow with the increasing popularity of the snack foods and other items where potato powder is used as input. There is good potential for its export also.
Production process and technology:
Procurement of potato -> Washing -> Cooking -> Pulping -> Drum drying -> Potato Powder -> Packaging -> Marketing
The plant and machinery can be used for producing other products like fruit powder, tomato powder, etc.
Key risk factors:
Availability of adequate quantity of suitable chip varieties, which are used for powder making (like Kufri Jyoti, Kufri Chipsona) is the major factor which could affect the project.
Availability of alternatives to potato powder for thickening like tapioca, corn starch etc., could affect the market of potato powder adversely. However at present there is no problem
Quality control and Statutory Requirements
The unit need to obtain a licence under FPO 1955 from the Ministry of Food Processing Industry
Clearance from State Pollution Control Board
Capacity of processing raw material (potato):
a) Indigenous technology - 32 MT/ day of potato for 90 days per annum.
b) Imported technology - 96 MT/ day of potato for 90 days
Capacity utilisation is assumed on 90 days basis as the storage facilities for these varieties are not commonly available. However, capacity utilisation can be increased if the existing cold storages are modified suitably with an additional investment of about Rs 2000/ MT.
Potato powder recovery: 17% of the raw material.
Cost of raw material (potato): Rs 2500 per MT,
Sale price of powder: Rs. 55000/ MT.
Manpower requirement:
a) Indigenous technology: Skilled and trained - 2 Nos; Unskilled - 3 Nos
b) Imported technology: Technical - 2 Nos; Skilled - 2 Nos; Semi-skilled - 3 Nos.
Power requirement:
a) Indigenous technology: 40 HP
b) Imported technology: 60 HP
Water requirement:
a) Indigenous technology: 1,50,000 litres per day.
b) Imported technology: 5,00,000 litres per day.
Contact Us for FULL Project Report and Project Implementation Consultancy
alphabeta24365@yahoo.com
Craigslist for Beginners
- Although Craigslist has been around in one form or another since 1995, there are still some who have no idea how to use Craigslist. These individuals are missing out on a wonderful opportunity to be a part of a growing and continually evolving online community. This community is an excellent resource for finding information, finding jobs, finding friends or dates, making purchases, selling items or discussing important issues. This article will provide a brief introduction to each of the major sections on Craigslist.
Community Section
The community section of Craigslist is very useful for finding a great deal of local information. This may include activities, events, activities and lost and found just to name a few. This is definitely the section to check out if you are looking for things to do or see in a particular area.
Personals Section
The Personals section is where individuals can meet platonic friends or romantic partners. This section is set up with a number of different categories making it possible for both heterosexuals and homosexuals to find potential dates. The personals section is restricted to users over 18 years of age.
Discussion Forums
The discussion forums provide a location for individuals to voice their opinions, answer questions or otherwise exchange information. This section is divided into a number of different categories to make it easier for users to find others who share their interests. Certain categories allow users to post without logging in while other sections require users to log in before posting.
Housing Section
Craigslist’s housing section offers a variety of options related to lodging. Users of this section can find apartments or homes available for rent, sublet opportunities, potential roommate situations, house or apartment swaps, real estate sales, vacation rentals and even storage, parking and office space for rent or sale.
For Sale Section
The for sale section of Craigslist is largely self explanatory. Like most sections, it is divided into a number of different categories. Each of these categories describes the types of items which are offered for sale within the category. Additionally, there is a wanted section where users may post advertisements seeking to purchase particular items. Not all of the items listed in the for sale section require a fee to be paid to receive the item. Some of these items are available for free or in barter situation.
Services Sections
In the services section, service providers may place advertisements for the types of services they offer. Advertisements should be placed in appropriate categories but if there is no appropriate category the advertisement may be placed in the generic small business section.
Jobs Section
The job section is by far the most extensive section on Craigslist. This section is broken down into a number of different categories to make it easier for users to search for potential career matches. Users may find full time as well as part time opportunities in this section as well as telecommute positions and contract positions.
Gigs Section
The gigs section is similar to the jobs section but advertisements in the gigs section are supposed to refer to one time only opportunities as opposed to ongoing work. For example advertisements for volunteer staff needed for a one day event should be placed in the gigs section while advertisements for full time staff positions should be placed in jobs.
Resumes Section
The resumes section enables job seekers to post their resumes. The key to getting noticed in this section is to use a catchy headline for the resume. The resumes are not divided into different categories making it difficult for users to search through these resumes.
Different Types of Funding
- Finance for business can be obtained through a number of different sources.
Let's review some of those channels to help you decide what's right for your business needs:
Grants
There are over 930 different EU and UK grants and loans available from over 100 issuing bodies. This is the cheapest form of finance and an important part of the funding package that companies and individuals need. We can help you find your way through this maze.
Technology
Micro Projects: 50% of eligible costs up to £20,000
Research project: For a technical and feasibility study of an innovative idea for new technology 60% of costs up to a grant of £75,000.
Development project: For development up to pre production 35% of costs up to a grant of £200,000
Developing an innovative idea: valuable for small companies and individuals at the start of a technical project: 75% of costs of hiring a mentor and consultants.
Export
To start exporting or moving into new markets grants of 50% of costs up to £20,000 each.
Training and Education
Knowledge Transfer Partnerships, Achieving Best Practice in Your Business, Investors in People
Modern Apprenticeships
New Deal for various grants.
Environment
BOC Foundation for the Environment: 25% to 50% of Project cost, typically £20,000 to £100,000
Clean up Fund: Emission reducing equipment up to 75% of cost
Community Chest Fund: Up to £25,000 for projects near active SITA sites
High Impact Fund: £150,000+ for larger projects near SITA sites
Assisted Areas
Regional assistance grants of between 10 and 35% for capital expenditure in less favoured areas of the UK.
Loans
Loans are an excellent source of finance if you have suitable security to borrow against or a reliable earnings stream. This needs to be planned and presented well to obtain funds.
Credit cards
Provides up to 56 days free credit if you play the game!
Overdraft
Banks are surprisingly supportive when presented with a well thought through plan and competent management.
Bank Loans
Lenders tend to look for a good business plan and security. Typically the loan is approved by a centralised back office function rather than the person you meet. Terms and rates depend upon the risk. Repayments can be very flexible to meet your specific needs.
Mortgages
These can include flexible repayment terms to meet your business needs. This can even be incorporated into your overdraft finance so that you have one flexible account for both personal/ business mortgages and overdraft
Small Firms Loan Guarantee Scheme
Up to two years trading: Up to £100,000
Over two years trading: Up to £250,000
However these are difficult to obtain and are a loan of last resort.
Export Guarantee Scheme
This is government backed insurance against appropriate export documentation.
Mezzanine
This is a halfway house between loan and equity. It can be an innovative way of raising funds for the more established business. Mostly for expansion capital.
Equity
This is not as easy as the papers would have you know. Only 1% of business plans received by Venture Capital Funds are successful. However, a good business proposition consisting of a strong demand for the product or service, management track record and a sound financial plan will enhance the chance of success.
Business Angels
These are high net worth individuals who are successful businessmen looking for investment opportunities. They can provide both time expertise and money. Typical investment size is £25,000 to £250,000 but can go as high as £2m for the right opportunity. Exit within 3-5 years.
Venture Capital
These are investment funds seeking high rates of return. However typically investments are over a million pounds. Some funds are targeted at lower amounts depending upon the sector and region. These funds are looking for exponential capital growth over 3-5 years.
Asset backed finance
This can cover machinery, sales invoices even sales orders. It can be a very flexible source of finance to the growing business
Leasing
This will cover your capital expenditure and spread the cost over a three to five year period. It is particularly useful if you do not have taxable profits to maximise your capital allowances.
Sale and leaseback of a property you own is another good source of funds.
Factoring
Factoring offers a sales ledger administration and debt collection service. Up to 95% of an approved sales invoice is paid within 48 hours, quicker if required. Credit protection is also available to protect against a bad debt. The Factor will own and place a first charge over the book debts and they might also take other charges, depending upon the strength of the financial information.
Invoice discounting
Invoice Discounting can be Confidential or Disclosed; it depends upon the strength of the financial information. The service is the same as Factoring, except that the sales ledger administration and the debt collection is the responsibility of the client and not the Factor. Pre payment of the approved sales invoice is still up to 95% and the factor will still have a first charge on the book debt and therefore own the debt. This service can also have credit protection cover. All sales invoices need to be for a business to business debt, and some proof of delivery is generally required.
Trade Finance
This is funding provided against stock purchases, signed contracts and orders whereby the funder will prepay a certain percentage of the value
Pension fund
It may be possible to use your pension funds for a loan back to the business
What do u think about it?
$3000 per mo Site for Sale: $65,000 OBO
- $3000 per mo Site for Sale: $65,000 OBO
Content and Community Driven Pet Websites
________________________________________
Profile: Two Pet Related Websites
Price: $65,000 OBO
Age of sites: 2 years 4 months
Monthly revenue: $3300 (plus or minus a couple hundred)
Key details:
Growth Year over Year: 641%
Uniques: 200,000 per Month
Page Views: 1 mil + per Month
Referrers: 10,000+ Monthly
Search Engine Traffic: 61%
Members: 7500+/-
Articles: 318
Blog Posts: 189+
Forum Posts: 256,000+
Topics: 19,000+
Adsense Revenue: $1500-$1700 per month
Kontera Revenue: $900+ per month
Direct Advertisers: $90 - $300 per month
Monthly Server Costs: $100
Monthly Advertising Costs: $0
Total Profit Per Month $2500 - $3000
Organic Growth Month over Month: 10% +/- (Zero spent on advertising – all word of mouth and search engine)
Software Licenses: All Open source and thus free: Linux, Apache, MySQL, Zen Cart, PHPLIST, WordPress, SMF, and the rest Custom Programming.
Software Editions: All software running latest releases.
Uniques Last Month: 200,000
Page Views Last Month: *2,000,000+ per month
Referring Sources: 1,000 different referrers
Referring Keywords: 60,000 Search Terms
First Page Results: Thousands of keywords and keyword combinations
Indexed pages (Google): 65,000+
Indexed pages (Yahoo): 26,000+
Google page rank: 5-6 (Lots of 3’s and 4’s throughout the sites)
Pages of Content: 60,000+/-
Alexa site rank: 124,000 (way off the mark due to audience profile)
Compete Site Rank: Much closer but still off.. See image
Brand Value: All Original Creative and Content including Logo, Forum Template, Front-end, CSS, Code, Images etc. Extremely well made to render fast as well as accessible, to both humans and search engines. Search optimized throughout.
Description:
I actually posted this for sale almost 11 months ago but didn’t take any offers. Since then traffic has increased almost 650% and revenue has increase by almost as much, closer to 600%. Revenue comes from direct advertising ($150-$350 per mo) but primarily Google Adsense ($1500 - $1750 per mo) and Kontera Links ($700-$900 per mo).
Letting go as I’m working full time and just started Business School… I just don’t have the time. However, these sites are ripe for one to build a better business direction.
I started these sites as the pet industry happens to be exploding, exponentially and almost parabolically. Google “pet spending” to find a glimpse. Some articles you’ll find:
“The Growing Pet Industry Is One Trend You Can Bank On”
"In the past 10 years, pet spending has more than doubled to an estimated $38.4 billion for 2006."
"According to the U.S. Census Bureau, the pet industry is now the seventh largest retail segment in the country."
“We have only begun to see the tip of the spending iceberg"
“Pet Spending at All Time High”
"Pet ownership is on the increase in the US, and the amount of money spent on pets is dramatically increasing too."
The two sites are content and community driven websites with 350+ health related articles on pets, a pet blog that discusses current issues, and a very active message board and community. They compliment each other perfectly and as such are being sold together as a package. The templates are completely custom designed and CSS powered. They would be XHTML Strict Compliant however we’ve included a couple of things that just wouldn’t let it pass. There are almost 8000 members between the two sites. Several hundred more between the blog subscribers and the email list subscribers. At one time we had a store (its all still there however it’s been shut off) and we had about 200 customers. The store lasted only about a month and a half as our careers just didn’t allow us to provide the customer service this site deserves. We also had a drop ship company that worked out really well, (and we still do if we want them). Much more work than our careers had time for. The logos are custom. I’ve got the logo in vector version for Signs and tee shirts. The Design is custom. All software front-ends are custom and running clean - open source applications. Runs extremely well.
The entire 2 sites run on a dedicated server that runs about $100 a month.. The sites run on a LAMP environment, meaning Linux, Apache, MySQL and PHP. All of the software is open source and requires no fees. We run PHPLIST, Zen Cart, and SMF Simple Machines Forum. The blog is Word Press. The article system is completely custom however the back end panel is ran simple from phpMyAdmin – straight to the database.
I think there is enormous potential with the two sites as the brands have a very loyal following and is growing by leaps and bounds. It has been mentioned in 10 or so online and offline newspapers (that I am aware of) as well as a magazine – all of which will be provided. The site was featured as Yahoo’s Site of the Week. The site was forever (and perhaps still is) the number one pet site viewed on StumbleUpon.com. The blog also has 177 links from 56 sites according to Technorati.com and ranks 52,000. The database is huge. It’s full of fully owned content, images, customer data, subscriber data, members etc etc. The brand really sells when it comes to tee shirts and calendars. We have a drop shipper when needed that we buy tee’s at 4 dollars a shirt. Each shirt sold for $20 so there was a great margin.
The two sites have a solid existence and are trenched well into all the major search engines with perhaps thousands of first place results for keywords and keyword combinations. The majority of traffic is all organic from Google, Yahoo and MSN and it will stay that way forever. The site was built solidly by SEO pros with Search Engine Spiders in mind as every part of the site is search friendly. All pages have been correctly and lightly coded. The database powers the meta tags, title tags, h1’s, h2’s, image titles and bold tags. The site has tens of thousands of dollars put into the design and functionality.
petsite4sale@gmail.com
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