15 Jun

Asset vs Stock Sale

  • Posted by cratest2-ca
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One of the most frequent questions we get when it comes to structuring a sale is “Asset Sale or Stock Sale?”  With few exceptions, if you are the seller the answer is simple: Stock Sale.  Of course, were life only that simple…. First, let’s discuss the basic differences.  In a stock sale you are selling
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23 Feb

What is an Earnout?

  • Posted by Clear Rock
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From Investopedia, an earnout is “A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business achieving certain future financial goals.” In essence, earnouts are a tool used to convey a portion of transaction value at some time after the initial closing.  The earnout is always
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23 Feb

The Unsolicited Offer

  • Posted by Clear Rock
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As a business owner you may have experienced this phenomenon: you get a call or a letter or an email stating, essentially: “I want to buy your business.”  This of course can be a mixed blessing.  First off, the offer itself probably amounts to nothing.  After all, anyone can make the offer.  That doesn’t stop
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23 Dec

FORTUNE WRITEUP, AND PARALLELS TO M&A

  • Posted by Clear Rock
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Fortune has a quick little piece comparing lessons learned on Everest to investing (and as alpinists ourselves, how could we pass this up?). One of the points that the author makes is “You don’t need total clarity to put one foot in front of the other.” This point alone is perhaps the number one thing we see
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23 Nov

USING A BUSINESS VALUATION TO MEASURE PERFORMANCE

  • Posted by Clear Rock
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The SBA estimated that for over 75% of business owners, the company is the largest single asset that they own.  Furthermore, evidence suggests that over 90% of business owners don’t know an accurate value for their business. Think about that for a moment: in an age where people routinely log in and check the value
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23 Oct

BABY BOOMERS: REALLY READY TO EXIT?

  • Posted by Clear Rock
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Great article the other day in the NY Times about baby boomers exiting their busineses. We’ve heard many times about the “10 trillion dollar opportunity” – all those baby boomers getting ready to retire and in many cases sell off their company.  But are they really ready? From the article: While I’ve never seen a statistic
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23 Sep

DEAL KILLERS: 5 “DO NOT’S” FOR SELLING A COMPANY (PART 3)

  • Posted by Clear Rock
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Deal Killers: 5 “Do Not’s” for Selling a Company (Part 3) So we agree, we’ve been negative nellies recently with this “do not” series. This is it! This is our third and final segment in our series on “Deal Killers.” What are Deal Killers? Things that we’ve seen time and again that keep a business
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23 Jul

DEAL KILLERS: 5 “DO NOT’S” FOR SELLING A COMPANY (PART 2)

  • Posted by Clear Rock
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Deal Killers: 5 “Do Not’s” for Selling a Company (Part 2) This is our second part in our series on “Deal Killers.” What are Deal Killers? Things that we’ve seen time and again that keep a business owner from existing their company. See Part 1 here. Picking up where we left off… QUESTIONABLY OR UN-DOCUMENTED
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23 Jun

WHY PIPE’S (AND REVERSE MERGERS) SUCK

  • Posted by Clear Rock
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Why PIPE’s (and Reverse Mergers) Suck About once a quarter we are approached buy a client that has some verison of “so and so suggest that I do a PIPE or a “reverse merger.” Do you think its a good idea?” Our resounding answer: hell no. And here’s why. FIRST, DEFINITIONS WHAT IS A PIPE?
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23 May

DEAL KILLERS: 5 “DO NOT’S” FOR SELLING A COMPANY (PART 1)

  • Posted by Clear Rock
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Deal Killers: 5 “Do Not’s” for Selling a Company (Part 1) We spend a lot of time talk about what TO do when you are considering the sale of a company. In this article we focus on the opposite: deal killers. We discuss some of the most frequent “deal killers” we see in working with
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