 
Corporate Tax
Tax planning and tax structuring often play a key role in ensuring that the proceeds of any sale are maximised in the hands of the vendors. Whilst the most efficient tax structure is, on occasion, easy to determine, it is regularly the case that more carefully considered tax structuring (without being overly aggressive) can have significant benefits with regards to tax efficacy. The bluebox™ Corporate tax clinic will assess the merits, or otherwise, of your existing structure and will make suggestions, where appropriate, as to what steps can be taken to ensure the minimum fiscal leakage
Corporate Tax |
 
Pensions and Insurance
Pension issues and uninsured risks are a regular cause of last minute "price-chips" at the time of sale. Complex in many ways, pensions are almost always reviewed extensively during due diligence and often give rise to a delay in a sales exercise as a result of problems not being rectifiable "over night". Whether it be the size of a pension deficit itself or the way in which it has been calculated, pensions are regularly cited by incoming acquirers as the reason for price erosion. Actuarial work needed to address the root cause of a problem is expensive in terms of both professional costs and time. The bluebox™ Pensions and Insurance clinic will provide guidance as to the steps, if any, that may be taken well in advance of a sale that could mitigate the risks of issues occurring during the sale process itself.
Pensions and Insurance |
 
Personal Tax
The generous tax benefits available to an entrepreneur at the point when they sell their business, including Entrepreneurs Relief (ER), which remained unaffected in the March 2012 budget, are often cited as a key driver for a private equity structured transaction or an outright exit. Whilst calculating the tax benefits attributable to such relief is relatively straightforward, the availability of these tax breaks (including ER) does in fact depend on your compliance with a range of conditions – some applicable for a substantial period of time in advance of a sale. The bluebox™ Personal tax clinic will provide you with initial guidance as to what further action is required by you, if any, to ensure that you have the best chance of benefiting from current legislation.
Personal Tax |
 
Management Accounting
Financial due diligence requirements are increasing. An acquirer will inevitably look to "slice and dice" the management accounts in ways that business owners often believe is impossible. Preparing management accounts on a monthly basis in such a way as to facilitate this type of analysis represents a crucial part of the planning exercise. The bluebox™ Management accounts best practice clinic will provide guidance as to the best way in which to present your management accounts as well as ensuring that you are well prepared for the invasive due diligence exercise that lies ahead. The clinic will also provide guidance as to how the accounts and accounting policies are best presented to ensure that the business is presented in the best possible light.
Management Accounting |
 
VAT and PAYE
VAT and PAYE represent complex areas of tax legislation. Both are regularly the focus of due diligence during the sale process itself. Non-compliance can be costly with regards to a failed process. By ensuring that you have reviewed both VAT and PAYE compliance in some detail before you embark on your sale exercise, you will be mitigating, to a degree, the likely chance of a failed process or a "price chip" from a cunning acquirer at a time when you are close to the finishing line. The bluebox™ VAT and PAYE clinic will provide guidance as to what preparation, if any, is required in advance of sale, to ensure that such risks are mitigated
VAT and PAYE |
 
Understand Private Equity
Private equity solutions are often highly attractive to entrepreneurs. Whether private equity is used to aquire some, or all of your business, the benefits that such a buyer brings to the table can be considerable. Private equity investment can often be complex; the investment process can be draining and the structure of the deal itself is often far from straight forward. bluebox™ Private Equity clinics are run by a Partner selected from one of a number of the market leading private equity "houses" here in the UK. The clinic will provide one-to-one guidance on how private equity may be best used to address your circumstances and, as importantly, what steps you will need to take in advance of a transaction to make your business more attractive to a private equity audience.
Understand Private Equity |
 
HR and Management
Employment, management and leadership related issues often represent a key element of a sale process from a commercial perspective. An incoming purchaser will almost always seek to determine the strength of the incumbent management team and the way in which the business will be managed post completition. A fundamental part of an acquirers due diligence will look to ensure that the necessary plans are in place to retain key members of the team. The bluebox™ HR clinic will discuss "management related" issues that a bidding party will try to play on and which, in the most extreme cases, will render the business unsaleable. The clinic will also provide guidance on other HR related matters as necessary, including, share option schemes, service agreements and employee disputes which can be costly and cause delay at the time of an exit.
HR and Management |
 
The bluebox Number
One of the first questions that business owners contemplating a sale will ask is, "will my existing investments and the sale of my shareholding realise the value that I need to allow me to fund my future?" bluebox™ has teamed up with a number of the UK’s leading private banks and wealth management organisations to deliver the "bluebox™ Number" clinic. The bluebox™ Number is mathematically derived using detailed analysis and it represents the amount of money that you would need to realise on the sale of your business, in order to allow you to maintain a certain lifestyle. Based on real-life simulation, returns and complex modelling, our expert partners will work with you to identify the minimum value that you need to realise from the sale of your business. This clinic is relaxed and fun, but often very revealing.
The bluebox Number |
 
Contracts and Litigation
Contractual obligations, whether those be key customer agreements, supplier agreements or other more general corporate commitments will, in almost all cases, be reviewed extensively during due diligence. On-going or potential litigation will often represent an area of focus for the due diligence. An incoming acquirer will be looking to take assurance from the contracts on which the business is trading and will seek to form a view as to the adequacy or otherwise of the web of contracts likely to be in place following a sale. Whilst clauses in these contracts such as key commercial terms and change of control provisions can be reviewed with ease, there are inevitably other matters that a buyer may choose to focus on. The bluebox™ CM clinic will represent the first step in "readying" you for the due diligence exercise itself.
Contracts and Litigation |
 
Articulating Strategy
The development opportunities with which a business is presented at the time of a sale are key to driving maximum value. An incoming acquirer will inevitably look to the "opportunity map" to determine the multiple on which they will acquire a business. Many businesses, especially those that are family owned, have never sought third party advice in respect of strategy. They haven’t needed it. However, at the time of a sale, it is advisable to apply some lateral thinking that may provide a useful insight into the mind of an acquirer. The bluebox™ clinic, Articulating Strategy, will provide some food for thought when considering business strategy. It will provide guidance on how to go about creating a formal strategic plan, how to implement this and which strategies are likely to be of the most value to an incoming acquirer.
Articulating Strategy |
 
IT and Data Protection
Intellectual Property (IP) often represents a key asset on which an incoming acquirer places a significant amount of value. The due diligence exercise in this area is often considerable. Whether it be a trademark, a patent, a brand or other non-registered intellectual property that a business trades with, the acquirer will want to ensure that it holds the necesary IP to allow it to trade in the way that it does. The bluebox™ IP clinic seeks to identify the key areas of IP that an incoming acquirer is likely to focus on and then, discuss with the business owner, the way in which such IP is best protected. Guidance will be provided, where necessary, as to the next steps to take to strengthen the value of the IP and to ensure that the asset that has ‘created’ the value does not become the Achilles heel.
IT and Data Protection |
 
Environmental
Some businesses are exposed to a significant degree of environmental risk. The extent to which an incoming acquirer focuses on this risk is, in part, determined by the nature of that acquirer. North American acquirers, for example, are often looking for a true "belt and braces" approach in respect of environmental cover. Whilst not necessary in all transactions, when it is relevant, environmental due diligence can often be one of the most important and time consuming matters on the agenda. Given the nature of the due diligence that acquirers may wish to undertake (such as the drilling of bore holes into land where they suspect contamination), addressing these issues at an early stage is paramount. The bluebox™ Environmental matters clinic will provide guidance as to the steps that might need to be taken in advance of the sale process itself, in order to mitigate the risk of an unmanageable issue arising at the eleventh hour.
Environmental |
 
Compliance and Regulation
Regulation, together with the on-going fear of non-compliance, has created an increasing burden on business owners in almost all industries. The long-promised reduction in "red-tape" has simply not materialised. As part of any due diligence exercise, an incoming acquirer will look to assess the way in which the business complies with current legislation and whether, or not, it is likely to be able to comply with future changes in regulation which may be around the corner. Non-compliance can, and does on occasion, have a catastrophic impact on a sales process. The bluebox™ Compliance and Regulation clinic will seek to provide guidance on the likely areas of focus during any "regulatory audit" as well as notifying you of any forthcoming changes that are likely to have an impact on your particular business and industry
Compliance and Regulation |
 
Public Relations
Whilst customer focused PR is recognised by business owners as an essential part of their on-going business, the concept of "corporate" PR which focuses on enhancing the identity of the "business" within the universe of potential acquirers is often overlooked. Purchaser knowledge of the target business, if positive and whilst not well documented, is a key factor in improving your chances of a successful exercise. The bluebox™ PR clinic, run by an expert team of PR professionals, will provide a telling insight into the steps that could be taken, in the run up to a sale, that would improve the profile of your business in just this way. Guidance will be provided in a way so as to achieve maximum impact
Public Relations |
 
Real Estate and Leases
Property is often the most important asset on the corporate balance sheet. Both freehold and leasehold interests are likely to be the subject of extensive scrutiny during a sale exercise. The value of the property itself is often directly related to an element of the price paid and the way in which this asset is valued (and encumbered) will be directly correlated to sale price. The bluebox™ Real Estate and Leases clinic will provide guidance as to the further work that you may wish to undertake in advance of a sale. The clinic will also address the ways in which you may choose to tackle other property related issues such as onerous leases and other restrictions.
Real Estate and Leases |
 
Corporate Housekeeping
Whilst unlikely to impact on value itself, poor (or absent) corporate housekeeping can introduce unnecessary delays into the sales process and adversely impact the credibility of the vendor. This is frustrating in so far as almost all of these matters can be tackled well in advance of a sale in a way so as to cause no disruption whatsoever to the process itself. These issues, whilst not terminal themselves, can often impact on the success of the sale process. Whether it be ensuring that "Board Resolutions" have been correctly passed, "Minutes" have been properly recorded, "Books" have been properly maintained or "Filings" have been properly made, the bluebox™ Corporate Housekeeping clinic will provide guidance as to what matters you need to address, whilst you have the time, in advance of a sale.
Corporate Housekeeping |
 
Asset Restructuring
It is often the case that elements of a business being sold are not contributing "value" towards the price that you are receiving for the company as a whole. Whether it be a non-performing subsidiary, an unprofitable product line or, a single site performance issue, the fact remains that absent certain "troubles" the business may attract a higher valuation. Indeed, it is often the case that a poor performing unit or asset is causing "value drain", a hindrance at a time when all focus is on increasing shareholder value. The bluebox™ Asset Restructuring clinic will provide guidance as to the possibility of tackling these issues in such a way as to eliminate any value erosion from these elements of the business when the time comes to sell.
Asset Restructuring |
 
Intellectual Property
Intellectual Property (IP) often represents a key asset on which an incoming acquirer places a significant amount of value. The due diligence exercise in this area is often considerable. Whether it be a trademark, a patent, a brand or other non-registered intellectual property that a business trades with, the acquirer will want to ensure that it holds the necesary IP to allow it to trade in the way that it does. The bluebox™ IP clinic seeks to identify the key areas of IP that an incoming acquirer is likely to focus on and then, discuss with the business owner, the way in which such IP is best protected. Guidance will be provided, where necessary, as to the next steps to take to strengthen the value of the IP and to ensure that the asset that has ‘created’ the value does not become the Achilles heel.
Intellectual Property |
