For anyone who has siblings, or is raising siblings, you might be familiar with the “Fair Share” tactic. Two siblings are told to share the last cookie in the jar. One sibling is tasked with splitting the cookie, while the other gets to choose which half of the broken cookie is theirs to enjoy. Doing so ensures that each sibling gets a fair share of the treat, despite their personal interest, with minimal bickering in the end.
While this nostalgic reference can’t be directly applied to the terms between a buyer and seller during the acquisition of a financial advisory practice, there are similarities to consider. The individual interests of both parties are met through the shared outcome of completing the sale. Therefore, the needs and priorities of the opposing party become joint. Before splitting the proverbial cookie, consider advice from SRG’s M&A expert Parker Finot to avoid the most common points of contention when acquiring a practice.
Don’t be rigid!
Usually, there are concessions made by either side to make things work for everyone. If you're too rigid, you can lose the deal; inversely, if you’re too flexible, you can lose the deal (but in a very different way). Acquiring a practice is a huge investment, so maximizing the deal terms and protecting one’s interests is understandable. However, in a seller’s market, you need to find balance in protecting your needs and interests for the deal to make sense for you, without exhausting and/or making the deal less attractive to the seller. Remember, they will only ever do this once if they do it right, and it is a stressful step in any owner’s career, so try to approach the process with some empathy.
Understand and align priorities between all parties involved.
Get to the root of what it is you’re trying to accomplish, early. Having a perspective of what each party is trying to accomplish before getting deep into the transaction will allow for more open dialogue when negotiating price and terms. When advisors fail to establish priorities and a clear perspective of the other party’s interests, seemingly innocent dialogue and proposed terms can lead to conflict that can ruin the deal.
Discuss and outline the selling advisor’s role post-sale.
Many selling advisors opt to stay on board in some capacity following an acquisition. This allows the seller to wind down when they’re not quite ready to retire, focus on specific elements of the business that they truly enjoy, and let go of what they don’t. Keeping the seller on board post-sale can be equally advantageous for the buyer when acquiring employees and supporting a smooth transition for clients. This is especially true when the selling advisor’s personal brand carries weight in the community or with the acquired clients.
The selling advisor’s role post-sale becomes an issue when expectations aren’t clear or formalized in the agreement. Don’t assume! Without role clarity, the seller may view the deal as a merger and not an acquisition, creating confusion and frustration when their involvement or previously established processes change. Alternatively, the seller may be planning to take a long-awaited extended vacation post-sale, when you are hoping they will remain invested and help you “hit the ground running” the day after closing. When this happens, both clients and employees are negatively impacted post-sale, creating risk in your investment.
If you were expecting to see price and terms as a main point of contention, you’re not wrong. After all, the transfer of clients and the check in the seller’s account are the reasons everyone is sitting at the table. In addition to heeding the advice above, involve intermediary support like those at Succession Resource Group before you get too far into the process. There are a variety of disciplines and nuances in deal-making for advisors – compliance, taxes, financing, contracts, deal structure, role division and compensation, to name a few. SRG’s role as an expert is bringing those disciplines together in one cohesive solution. Furthermore, start with a valuation. The valuation isn’t the be-all-end-all in the negotiations, but it’s an objective starting point to understand your options. These efforts will directly influence the final price and terms. Finally, your pragmatic, planned, and people-first approach at the start will render the best outcome for all involved and help you close a successful deal.