OEN NewsBuilding the Right Team for a Successful Business Exit
My name is Joseph Hollcraft. I’m a sell-side business broker with International Business Associates (IBA) and a PubTalk sponsor for OEN. Helping business owners successfully exit their businesses is what I do, and what IBA has been doing for over 50 years. I consider the trust my clients place in me to be the greatest of professional privileges.
I’m writing this because not every business owner uses a business broker. That’s okay. Not everyone needs one. But whether you work with a business broker or not, the strength of your business exit will always depend on the quality of your transaction team.
Your business sale transaction team is typically made up of two groups. The first group includes your core team: your attorney, your CPA, and your negotiator or agent. These are the people directly managing the transaction. The second group includes specialists like wealth advisors, tax mitigation experts, 1031 exchange professionals, etc. Their job is to help you walk away with as much cash as possible and a clear plan for what’s next.
Let’s start with the core team.
Attorney
Your attorney is arguably the most important part of your team. If they miss even one small detail in the purchase and sale agreement (PSA), it could lead to a future violation with serious financial consequences. One important example is the phrase “to the best of my knowledge.” This wording, often included in the reps and warranties section of the PSA, protects you from being held liable for something you genuinely didn’t know about. Without it, you could be financially responsible for something as small as a tax return typo from five years ago. The penalty could be as high as the sale price of your business.
The key here is experience. Not all attorneys know how to construct a PSA properly. The lawyer who helped you incorporate or handled unrelated litigation may not have the specific experience needed. I’ve worked with attorneys from Miller Nash and highly recommend them as a starting point, but, of course, perform your own due diligence.
CPA
Another critical team member is your CPA. One major area they’ll handle is the tax allocation portion of the sale. This is where the purchase price is split into categories like goodwill, FF&E, inventory, non-compete, training and transition, leasehold improvements, and sometimes more. These categories carry different tax implications, and the final numbers are reported on IRS Form 8594.
Technically, it doesn’t have to be a CPA who completes this form, but I strongly recommend using one with M&A experience. I’ve seen cases where a CPA unfamiliar with the process created a Word doc because they’d never heard of Form 8594. That’s a red flag. In the Oregon and SW Washington area, I recommend Geffen Mesher and Opsahl Dawson—both are reputable firms with deep transactional experience.
Negotiator or Agent
Hiring a negotiator/agent isn’t 100% necessary. A good negotiator or agent manages the deal from start to finish, reviews legal docs, pushes both sides toward deadlines, works with escrow, helps the buyer stay engaged, and negotiates all key deal points. If you have the acumen to take on the breadth of tasks that fall to this role, it may be a good idea to do so. They’re rarely cheap. But, when performed at a high level, your negotiator/agent can generate more value in the final sale price than they cost to hire.
When you ask a good negotiator/agent to jump, they’ll ask you “how high?” When you ask a great negotiator/agent to jump, they’ll tell you how high is possible, how high is likely, and how high to expect. My job is to provide education, guidance, and insight before decisions are made, and to execute with precision once we agree on a direction. When I take on this role I am an extension of my client, their voice in the room, working on their behalf. Many business owners have never sold a business before. That’s why this role matters so much.
Now, onto the second group—your supporting specialists.
This part is often simpler because these relationships tend to be more transactional. Need to explore tax mitigation? Talk to a specialist. Want to do a 1031 exchange? Talk to a specialist. Selling real estate? You’ll need a commercial real estate broker, like myself. Every broker at IBA holds a commercial real estate license,.
If you’re looking for a starting point, I recommend Justin Rupple and Shelley Cooper at Elevated Tax Strategies. They offer complimentary consultations and are compensated through referrals, not direct fees.
Final Thought
Every professional in this space has a pitch. We’ve all practiced them, honed them. So when you’re building your team, don’t take anyone at their word. Ask for referrals. Check credentials. Ask a broker to walk you through a valuation face to face. Review an attorney’s transaction experience. Look at a CPA’s area of focus.
This isn’t about mistrust. It’s about protecting the most valuable asset you’ll ever sell.
Find out how International Business Associates (IBA) can support the negotiation and facilitation of merger and sale transactions for your business by visiting their website at ibainc.com
