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big four accountancy practices are most
suited to very large transactions. Corporate
finance boutiques, typically for sales in the MEMBER INSIGHTS:
£10m to £150m range, get consistently TYPICAL ADVISER COSTS
good feedback as a group as deals will
typically be partner led and they are
conscious of their reputation so won’t force • Accounting - the cost of an FD or a
a sale if they don’t believe it’s the right one. big accounting firm for vendor due
Some members have used small boutiques diligence ranges from £100-150k (£80-
and practices with lower fees who are 100k for second tier accounting firm)
better suited to smaller transactions.
Whichever you choose, look at their • Tax - professional advice on
track-record, deal flow and resource for a Entrepreneur’s Relief, pensions, spouse
comprehensive service. shares, etc and the structure of any
rollover investment can range from
LEGAL ADVISERS £50-100k
You will need a lawyer to draw up your
Heads of Terms and Sale Agreement with • Legal - expect to pay £80-150k
warranties and indemnities and they can depending on size of law firm and an
add value throughout the process. additional £25-50k if selling to PE for
advice on the investment documents
Advice from members on how to get most
value from a lawyer is to get them in early • Market review - a research report
in the process to highlight any potential on your sector will cost around £25k
issues and to be totally honest with them to educate buyers about the extent
about the business. Disclose everything, of the opportunity or up to £80k for
as hiding potential issues will come out at commercial due diligence
some point and could jeopardize the whole
sale. They also recommend a lawyer that • Corporate finance - they will normally
is an M&A specialist with experience of agree a valuation upfront and take
similar transactions and expertise in tax, IP, between 1% and 3%; anything above
employment law and corporate finance. that is on a ratchet system ie 4% for
the next £2m over valuation, 6% on
TAX ADVISERS anything above £Xm. They may also
The value of good tax advice cannot be ask for a retainer of £40-60k
under-estimated. How the sale is structured
and how wealth is planned for can make • Indemnity Insurance - be prepared to
an enormous difference to what you get pay £100k-150k per £10million cover
from the proceeds of the sale. Lawyers,
accountants, and wealth managers
can all advise on Capital Gains Tax and
Entrepreneur’s Relief for you and your DID YOU KNOW?
spouse. Members who have seen the best
result advise talking to them as early as The Supper Club regularly convenes
possible in the process. roundtable breakfasts, lunches, and
With all advisers, look at their track-record, dinners on how to prepare for exit,
bringing together those who have
their incentives and motivation. Make sure successfully exited with members
they understand your business and your who are thinking about selling their
goals. Finally, try to match their ethos and business. We also invite special
cultural fit with your own values and the guests outside the Club to share their
way you like to do business. experiences. Each month there are
also roundtables on related topics,
including Enabling managers to step
up so you can step away, Structuring
You will be judged by the company you and developing your senior team, and
keep; get the best advisers you can afford to Finding the right NED / Chairman for
deal with the buyer’s heavyweights. your business, so check out the events
section at www.thesupperclub.com to
Guy Mucklow, Co-founder & CEO, see what’s coming up.
PCA Predict