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Selling accounts – how to make your first mistake before even starting
May 4, 2019
Free Webinar - starts today.  Register nowfor May 7 presentation
Topic: Negotiating terms in Dealer Agreement with your central station 
When: May 7, 2019
Time: 12 PM to 1 PM New York time 
Presented by: Ken Kirschenbaum,Esq 
Who should attend: dealers and central stations 
Sign up here:
Selling accounts – how to make your first mistake before even starting
            This is happening too often for me to ignore.  Sellers thinking about selling think their first call should be to a broker.  After all, the broker will tell them what their company is worth, how to structure any deal, find a buyer, work out the LOI, negotiate the APA and mediate issues before closing.  Sounds pretty good, except when it’s not.
            What’s got me so worked up?  A “mutual NDA”.  NDA is non-disclosure agreement.  Too many clients call me to represent them after they have signed a Mutual NDA.  I’ve this Mutual NDA signed with the broker, and I’ve seen it signed with a potential buyer.  What’s the big deal?
            If you are selling your business then you will be the one producing confidential information.  It won’t be the broker and it won’t be the buyer.  There is nothing mutual about the exchange of information.  It’s one way street.
            You cannot sign an agreement presented to you by the broker without proper legal representation.  The broker is a party to the agreement.  The agreement presented by a broker has most like been reviewed by the broker’s lawyer [in many cases just prepared by the broker, and it looks like it too].  Why would you enter into an agreement affecting your business without having your lawyer look at it?  Do you intend to accept an Asset Purchase Agreement from a buyer without legal representation?  Of course not, you could not possibly be that stupid. 
            Why would a broker present a mutual NDA?  What confidential information does the broker intend to reveal about himself?  Well I can answer that.  His wire instructions for his fee when you close.  Suffice it to say that your broker is going to fulfill a positive role in selling your business, but handing you legal papers or helping you with legal issues, isn’t one of those roles.
            What about the buyer.  They like to present mutual NDA also.  But there is nothing mutual about the exchange of information with the buyer.  The buyer isn’t going to reveal anything to you, not even wire instructions.  Come on, you got the fox guarding the hen house?
            Thinking about selling your business?  Your first call is to a lawyer, your lawyer.  Not the broker’s lawyer or the buyer’s lawyer and not your cousin Vinny.  If you have joined the Concierge Program then you already have a lawyer, K&K.  If you haven’t joined the Concierge Program, now would be a great time to join.  But even if you don’t, your first call should be to the Merger and Acquisition team at K&K.  Call Jennifer Kirschenbaum,Esq at 516 747 6700 x 302.  If you call we won’t be giving you an NDA before talking to us, we’ll be giving you a retainer agreement.  BTW, you can call me too, but if you aren’t using our Standard Form contracts be prepared for a lecture on that issue.
You can check out the program and sign up here: or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.

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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301