Selling Your Business: The Importance of Proper Valuation

Denis Grigoras

Denis is a lawyer who draws on his background in complex legal disputes and transactions to problem-solve for his clients.

For many business owners, the question "How much is my business actually worth?" weighs heavy on their minds. This is particularly true if you're considering selling your business. The value of your business significantly influences the returns you receive from its sale. This factor not only affects your negotiation strategies but also has potential implications for your future financial well-being. The process of determining this value is known as business valuation, and it's an intricate, multilayered exercise that requires expert knowledge.

Selling Your Business

For many business owners, the question “How much is my business actually worth?” weighs heavy on their minds. This is particularly true if you’re considering selling your business. The value of your business significantly influences the returns you receive from its sale. This factor not only affects your negotiation strategies but also has potential implications for your future financial well-being. The process of determining this value is known as business valuation, and it’s an intricate, multilayered exercise that requires expert knowledge. In this blog post, our objective is to present a comprehensive overview of the intricate process of business valuation, particularly emphasizing its significance in the spheres of business sales, mergers and acquisitions. Our law firm has engaged in this practice area, successfully facilitating multi-million dollar transactions.

Projecting the Future: The Importance of Anticipated Economic Benefits

A key component of determining the value of any business is its potential future economic benefits. Buyers look at a business’s projected after-tax discretionary cash flow or net earnings as a measure of the value that the business can provide to them. This refers to the money left over after all business expenses have been paid and any necessary reinvestments have been made to sustain the company’s competitive position and ensure future growth.

In some cases, the business’s tangible assets, such as real estate holdings or investments, can significantly influence its valuation, particularly when the cash flow does not provide an adequate economic return on investment.

A Multifaceted Task: The Broad Scope of Business Valuation

Business valuation is a critical component when it comes to selling a business or strategizing for a merger or acquisition. However, there are also other circumstances where understanding your business’s worth becomes indispensable. For instance, in instances of corporate reorganizations, estate planning, initiation of public or private transactions, shareholder disputes, matrimonial disputes, or when premises housing operational businesses are expropriated.

In such situations, it would be prudent to engage the services of a Chartered Business Valuator (CBV). A CBV can either serve as an independent expert, providing impartial, accurate valuations, or function as an advisor or advocate, depending on your specific requirements and the purpose of the valuation.

Report Types: Matching Your Needs

CBVs can provide different types of reports, each tailored to cater to specific needs and assurance levels:

  1. Valuation Report: This report offers a definitive conclusion of value, and can be based on a comprehensive, estimate, or calculation scope of review.
  2. Advisory Report: Prepared by a CBV in the capacity of an advisor or advocate, this report does not offer an independent valuation.
  3. Expert Report: This report reaffirms the CBV’s independent and objective position.
  4. Limited Critique Report: This report primarily provides comments on another CBV’s report without including a conclusion of value.

The type of report that you’ll need is determined by the nature of your transaction. For example, a valuation for corporate reorganization or tax purposes might require an estimate, whereas valuations related to transactions often demand more comprehensive value opinions.

The Concept of Fair Market Value

One term that you’ll frequently encounter in business valuations is “fair market value.” It is the highest price achievable in a free and unrestricted market involving knowledgeable and cautious parties conducting transactions independently and without compulsion. Understanding this concept is crucial as a business owner aiming to maximize proceeds from a sale.

Cash Flow and Income Valuation Approaches: A Closer Look

Two central pillars of business valuation are the analysis of a business’s cash flows and earnings. The cash flow analysis focuses on the actual cash that will be received or spent within a given period, making it a preferred valuation methodology over earnings or net income-based methods in most situations. However, when future net income closely aligns with future cash flow, net income-based valuation approaches can be used effectively.

These approaches are based on the concept that the entity is a going concern, implying it is economically viable and the potential buyer will continue operating the business after the purchase. Commonly used cash-flow based valuation methods include the capitalized cash flow approach and the discounted cash flow approach.

Special Purchasers and Their Impact

In some industries, special purchasers form a part of the potential buyer market. These are buyers who can gain post-acquisition synergies or strategic advantages through owning the business. However, quantifying these benefits often requires direct negotiations with the potential buyer, necessitating careful consideration and strategic planning.

Deal Structure and Non-Compete Agreements

Sometimes, the professionally determined fair market value of a business doesn’t align with what a buyer is willing to pay. In such situations, deal structures can be designed to include earn-out mechanisms and non-compete agreements. These components can protect both the seller’s and buyer’s interests during and after the transaction, while ensuring a balanced and fair outcome.

Conclusion

Understanding your business’s worth can be a complicated process, filled with numerous variables and considerations. However, by grasping these key factors, you can approach the sale of your business with clarity and confidence, which will ensure a rewarding outcome.

Business valuation stands as a pivotal process, having the potential to significantly uplift the prospects of your company’s sale and your financial outlook. Despite its intricacies, a meticulous and well-strategized approach can unlock favourable outcomes. For those seeking legal guidance in deciphering their business’s value or in untangling the complexities of business sales, our law firm stands ready to lend a helping hand. Having successfully facilitated large and complex M&A transactions, we’re equipped to support you at every juncture, allowing you to confidently stride into the next chapter of your entrepreneurial journey, knowing your legal interests are being professionally managed.

Are you contemplating the sale or merger of your business and uncertain about its true value? Let our seasoned legal team guide you in determining your business's worth, ensuring you maximize your returns.

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