Forward
Preface
Rules of Engagement
Disclaimer
How to Read This Book
Chapter 1: The Sell Decision Phase
The Book's Audience
At Some Point, It Hits Us All
The Two Reasons Why & Your Payday
Active vs. Passive Approach
To Plan or Not to Plan
Good at Operating — Not Selling
When & Under What Conditions?
What's Included & What's Not?
So! When Should You Sell?
Time and Money
Your Exit Strategy
Who Do You Tell?
When and How Do You Tell Your Associates and Employees?
When to Tell Your Staff
The Sell-Process Time Commitment
Why, Who & Order to Tell Your Staff
The Why
The Who & Order
Who Will Be Fired and When?
The Lies and Liars
What Do You Give Up and When?
The 5 Buyer Types
The Sale Type — Stock or Asset
Assets — Selling & Reporting
The Price
2 Lists: The Got-to-Haves vs. the Nice-to-Haves
Post Financial Advisor Consultation
Lessons Learned & Progress Made
Chapter 2: The Preparation Phase
All It Takes Is Time
Key External Professionals & Their Extended Tenure
Your Attorney — Right or Wrong
Credentialling & Who's on the Team?
Retain a Buyer's Broker?
When and/or Do You Need an Investment Banker & Cost
Who Can Determine the Perfect Price?
The Best Valuation Technique
Purchase Price — Cash and/or Equity?
Buy on Time or All at One Point?
Buyer Financing & Do They Have the Capacity?
S, C, or LLC — Does It Make a Difference?
Necessary Legal Documents
The Pitch Book
Document Storage and Retrieval
Documents & Data Files to Prepare Ahead of Time
Assets — Tangibles vs. Intangibles
Assets — Not-for-Sale
Cleaning Your Financial Records
Timeline
How to Identify the Perfect Buyer
What Order and What to Do First?
Lessons Learned & Progress Made
Chapter 3: The Buyer Contact Phase
Who Makes the Contact and to Whom?
What to Say
What NOT to Say
The Non-Disclosure Agreement
The Non-Competition Agreement
The Non-Circumvention Agreement
The Non-Solicitation Agreement
Agreement Sections and Functions
Vetting the Buyer
Vetting Private Equity
Vetting Regional or Local Large Private Practices
Schedule the Meeting
Lessons Learned & Progress Made
Chapter 4: The Pre-First Meeting Phase
Who Will/Should Attend?
Meeting Location & Room
Plan for Every Contingency
What to Bring?
What to Wear?
The Seating Arrangements
How Long Will the Meeting Last?
Role Play Prior to the First Meeting
The Computerized Decision Support Database Scoring Tool
Lessons Learned & Progress Made
Chapter 5: The Meeting Phase
What Do You Need to Know About the Buyer?
What to Ask?
What NOT to Say?
When Do You Give Them Your Price?
Who Leads the Meeting and What Is Your Role?
When to Talk and When to Listen
Is a Second Meeting Needed?
Lessons Learned & Progress Made
Chapter 6: The Meeting Debrief Phase
Score the Buyer
Revisit the Meeting's Objectives and Compare the Results
Document the Lessons Learned
Prepare for the Next Meeting
Lessons Learned & Progress Made
Chapter 7: The Decision Phase
Yes or No
When to Know the Answer
Where to Start?
Let the Computerized Tool Do Your Talking & Walking
When How and What to Tell the Winner?
Due Diligence or LOI — Which Comes First?
When and How Do You Tell the Loser(s)?
When and How to Tell the Partners and Employees
Lessons Learned & Progress Made
Chapter 8: The LOI Phase
First Things First
Meeting Purpose
The Got-to-Haves vs. the Nice-to-Haves — Revisited
MOU vs. LOA vs. LOI — What's the Difference?
Who Should Attend?
What to Expect — The Offer & Counter-Offer
What Should You Insist On?
How Does the Meeting Proceed?
What's the Starting Point?
The Contents
What Specifics Should Be in the Agreement?
Is It Legally Binding?
The Negotiation
Lessons Learned & Progress Made
Chapter 9: The Due Diligence Phase
Mutuality
Due Diligence
Two Flavors
Due Diligence Phase/Period — How Long?
Now Is It Time to Tell Your Associates & Staff?
The Walk-Through
When & How to Prepare
Team Composition
What Gets Examined?
Financial, Tax & Accounting Checklist
Legal Checklist
Operations & Management
Marketing
Human Resources
Information Technology
Lessons Learned & Progress Made
Chapter 10: The Stand-Still Phase
When Does It Begin?
What Happens
Timeframe to Complete
Which Side Should Write the First Draft?
What Else Is Involved?
Lessons Learned & Progress Made
Chapter 11: The Signing Meeting Phase
Inventory
Personal Possessions
Office Shifts
General Malaise & Slacking
What Happened Before the Meeting?
Where Will It Take Place?
How Long Will It Take?
Who Will Be There?
Atmosphere
Lessons Learned & Progress Made
Chapter 12: The Transfer Phase
Staff Introductions
Lessons Learned & Progress Made
Chapter 13: The End... The Beginning
What Can You Expect Will Happen After the Sale?
What to Do With the Cash?
Lessons Learned & Progress Made
The End!
Chapter 14: Negotiations
Myths Debunked
Truisms & Thoughts
Theories
