Friday, September 9, 2005

This is a page from my book, “How I Sold My Business: A Personal Diary”

I gave the information from my tax attorney to my primary attorney (Joe), and he joked about how it sure was a wonderful suggestion of his to talk to a tax attorney, wasn't it? I agreed with him, it was, and Dan (the tax lawyer) was as sharp as they come.

We talked about how to include this in my offer letter to the Class A partners, but Joe suggested not mentioning it at all. Now that we knew this, he said, let's keep it under our belts, and pull it out later, after we get some of the business partners to agree to buy my shares.

So, we removed that line completely, and he said that if anyone asked about it, I should just say I talked to the tax attorney, and it seemed complicated, and tell them he said a lot of things depend on other things, and I should come back to him later with a firm offer. Since all the Class A partners barely knew an attorney, and Joe himself didn't know about this, it should be easy to get away with. In short, I once again lied during this process.

Selling a business is like playing poker

Really, this doesn't feel like lying nearly as much as it feels like poker -- very high stakes poker. If everything goes very wrong the company could somehow explode and I'd be left with nothing, except maybe a big mess, with all the partners leaving to start a new company. (I suddenly feel a strong need to look at our Operating Agreement again, as well as our Non-Competition Agreement.)

So I have to be careful. Unless David is willing to pay my asking price as a Class A partner (I won't really let him do that), I need to get the Class A partners to reject my offer so I can get to the Class B partners, but I need to avoid upsetting everyone as much as possible.

After work today -- after the close of business on a Friday evening -- I made the same offer to the Class A business partners as I made to them earlier this week when they were working on behalf of the Company. This time, however, I told them they were free to think about this individually, they didn't have to agree as a group, either one could buy my shares individually.

In fact, I told them that I'd rather sell to the Class A and B partners than go to an outside entity, and I was willing to take a little less from them if that's what it took. I also told them that the only way I could legally talk to the Class B members was if they rejected this. So the decision was now theirs, if they wanted a shot at buying my shares without the Class B members involved, we could start negotiations, but if they didn't want to, the next step was to involve the Class B members, which I would do almost immediately.

I told them that since the company didn't have an attorney at the moment, all of this was free legal advice for the time being. I said I was very certain that it was correct, that we had been told all of this by our previous attorney, and I was following the advice of my personal attorney very strictly now.

Jack was generally silent in this meeting, only saying that he had no interest in buying anything. Between that and my other anger at him, I directed all of my discussions at David. Truth be told I wasn't trying to sell David too hard, because I didn't think he wanted to buy all the interest or could afford to at my current price, and I really didn't want to sell to him at this high price.

Since Jack had already said "no" verbally I asked him to sign the document I gave him, saying that he rejected my offer personally. He wouldn't do that however. I asked him why, since he had already said no. He said he was tired, and didn't want to do it tonight.

David didn't say he was tired, but he said he also didn't want to sign the document tonight, that he wanted to think about it. Jack had clearly taken himself out of the picture, but I supposed he could also work his way back into the discussion with them if he wanted to. As I thought about that, I made sure we all left the office together. If Jack was going to play some sort of negative influential role here, I wanted to make sure he did it by phone, and not in person, not right now.

Phew, this really is a high-stakes game of poker, except I'm playing with my own money, my own company.

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