Should You Tell Your Staff of Your Plans to Sell?

Should You Tell Your Staff of Your Plans to Sell?

Whether to include your senior staff in the M&A process is always a tough question. Ultimately, the answer depends on the type of transaction you expect to complete.

There are countervailing reasons to include or not to include them.  On the plus side, you’ll need help to get through a sale of your company.  There is simply going to be a lot of work to do providing the due diligence information that a buyer is going to want to see prior to a transaction.  Unless you can provide detailed answers about everything that happens in your company (in which case, I’d argue that you need to delegate more in order to increase the company’s value), some of your staff are probably going to have to be brought in to assist with due diligence.

Also, a buyer is going to want to know the depth of the management team that it is investing in.  So, you’ll likely need to include one or more of your staff in downstream meetings to comfort the buyer.

On the flip side, Ben Franklin shared great wisdom when he said, “Three can keep a secret, if two of them are dead.”  

There is always risk in a transaction, and change creates discomfort and questions.  So, including too many people in the process can create risk of disclosure to other employees, customers, and vendors, which can be dangerous in some businesses.

The decision probably depends on your expectation for the company downstream of a sale. If you expect that the company will continue to exist as a relatively stand alone entity with the buyer injecting new capital and expertise to accelerate growth, then bringing senior staff into the process early is valuable.  They should understand that the transaction is likely a significant positive for them, with potential for additional growth, both as a company, and individually.

On the other hand, if you expect the company to be merged into a larger entity, where there will be duplication of roles (e.g., an acquisition by a larger competitor), then it is probably more wise to keep the transaction as quiet as possible for as long as possible.

Michael Schwerdtfeger
Mergers & Acquisitions
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Michael Schwerdtfeger is a former engineer, Fortune 500 lawyer, and MBA. After almost 20 years in the Fortune 500 marketplace, he chose to work in the middle market space beca ... Click for full bio

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