Prior to the Industrial Revolution, all businesses were small businesses. Independent craftsmen served communities with vital services. Small merchants opened shops to provide the community with goods. Lawyers, doctors, and other professionals hung out a shingle to offer their services to neighbors. Small businesses were the norm. Some of the most beloved American companies started out local. John Deere, Harley Davidson, and King Arthur Flour, all got their start as small businesses.

Business changes led to a attitude change

It wasn’t until manufacturing allowed businesses to scale and produce more efficiently that the idea of big business became more important. Post-World War II, the idea of a small business became derogatory. It was the age of big government. Media was growing. Everyone wanted to be on top. Small businesses took a back seat as people moved from rural to urban communities. Small business growth plateaued for a number of years in the mid-20th century. Fortunately, the stigma of small business is fading.

Small businesses are the backbone of the economy

According to the Small Business & Entrepreneurship Council, the “American business is overwhelmingly small business.” In 2016, 99.7% of firms in American had fewer than 500 workers. Firms with 20 workers or less accounted for 89.0% of the 5.6 million employer firms. The SBE also reports that “Small businesses accounted for 61.8% of net new jobs from the first quarter of 1993 until the third quarter of 2016.” Small businesses account for a huge portion of innovation and growth in today’s economy.

Modern consumers support small businesses

According to a Guidant Financial survey, the most common reason for opening a small business is to be your own boss. Small business owners are also dissatisfied with corporate America. Consumers also want to support small businesses. SCORE reports that 91% of Americans patronize a small business at least once a week. Almost half of Americans (47%) frequent small businesses 2 to 4 times a week.

Be proud of small business status

Small businesses are the innovators of tomorrow. Your neighbors want to support small businesses, knowing that their tax dollars stay in the community, and that they’re creating opportunities within their own city. Your small business status isn’t a slight. It’s a source of pride in today’s economy. Celebrate the fact that you’ve stepped out on your own in uncertain times. Celebrate the dirt under your fingernails, literally, or figuratively, that made you take a risk to do what mattered to you.

Growing businesses have multiple levers that can be pulled separately or in unison to continue scaling and expanding. And while many companies choose to grow internally, there’s always the option of acquiring other businesses to supercharge results and instantly expand.

Why Acquire?

Acquiring a business is certainly a complicated path to expansion, but it’s also a highly attractive one for a variety of reasons. This includes:

• Increased market share. If you’re acquiring a business that happens to be a competitor, you can instantly increase your market share. If you currently own 20 percent of the market share and the competition has 15 percent, you suddenly catapult to 35 percent. That might make you the industry leader overnight!
• Expansion into new markets. Sometimes you acquire a business outside of your industry or niche. In this case, it allows you to expand vertically or horizontally. This can improve top-line revenue and/or reduce costs and benefit profit margins.
• Advanced tech and IP. In some situations, an acquisition is about acquiring a specific piece of technology or intellectual property (IP). This may prove to be the final boost you need to accelerate growth and initiate further expansion.
• Talent acquisition. One of the secondary benefits of an acquisition is the opportunity to welcome new talent into your team. Whether it’s a seasoned executive or a highly effective sales staff, this is one benefit you can’t ignore.

Mergers and acquisitions aren’t the correct solutions in every situation, but they often make sense. It’s ultimately up to your team to sit down and discuss the pros, cons, opportunities, drawbacks, and possibilities of pursuing this option.

Helpful Acquisition Tips

Should your business choose to move forward with the acquisition route, here are some essential tips to be aware of:

1. Assemble a Talented Team

Don’t do anything until you first develop an acquisition team. This is a very important step and should not be delayed. (Many businesses make the mistake of starting the search and then forming a team on the fly, but this results in missed opportunities and foundational errors that can compromise an otherwise smart acquisition.)

A good acquisition team should include an experienced mergers and acquisitions advisor, a responsible executive, an attorney, an HR professional, and an IT expert. You’ll also want to bring on a public relations professional as soon as possible. This will ensure you control the messaging that customers, investors, and even employees hear.

2. Do Extensive Due Diligence

With the support of a talented dream team, you’re equipped to find the best acquisition opportunities. As you narrow your targets down, you’ll want to identify and implement a very detailed due diligence process for acquiring a business. This may include an extensive, objective analysis that consists of a letter of intent, confidentiality agreement, contracts and leases, financial statements, tax returns, and other important documents.

3. Make an Initial Offer

If the due diligence checks out, then it’s time to work on formulating an offer for acquiring a business. While the first offer almost certainly won’t be the offer that gets accepted, it’s the single most important offer you’ll make. It frames the transaction and sets the tone for the rest of the negotiations. It’s generally a good idea to offer no more than 75 to 90 percent of what you’re willing to pay. It should be low enough to leave room to inch up, but not so low that the other party could potentially see it as an insult.

4. Negotiate

Your first offer won’t get accepted. But unless you’ve totally insulted the other business, they should come back with a counter. Now is where things get really interesting. Negotiations ensue and it’s time to counter back and forth. The offer consists of a variety of elements – not just a price tag – so consider all of these variables in your subsequent counters.

Adding it All Up

As valuable as an acquisition can be, the process is often filled with friction. It’s up to your team to make the transition after closing as smooth as possible.

It’s very important that you respect the products, services, employees, and customers that the acquired business has. If you come into an acquisition and attempt to shake things up on day one, you’re going to get backlash. There’s nothing wrong with making changes – you now own the business – but be diplomatic and patient. Build trust, work together, and gradually introduce changes.

Severance agreements and their ilk have long included confidentiality clauses, often comprising an exhaustive list of actions former employees may not take should they desire to keep the benefits listed in the agreement. Carey & Associates P.C.’s Mark Carey breaks down the knowledge you’ll need to successfully incorporate a severance agreement – including a stern warning about the future of confidentiality clauses.

There is a long list of things you’ll need when curating a severance agreement, but we’ll start with Carey’s honey-do-nots.

Carey’s primary recommendation is avoiding a non-compete clause where, previously, there wasn’t one.

“As employment lawyers, we see this tactic used every day, but you do not,” he says.

This is because most employment lawyers will advise that a non-compete agreement is largely unenforceable, which sets a poor precedent for an otherwise airtight document.

Carey even recommends against reviewing prior non-compete clauses for the same reason.

He also eschews what he calls the “21 days to sign – or else” philosophy, and he advises that employers should loop themselves into the non-disparagement clause so that employees cannot be blacklisted – something he refers to as “a very real phenomenon.”

What a severance agreement should include is a non-admission provision, a payment provision, a release of all claims to cover any feasible scenarios regarding employee disclosure, a challenge to agreement, a “no other amounts are due” section to release the employer from future responsibility, and a mandate to return any company property. This is a truckload of information, so you’ll want an employment lawyer to help you through the process.

But what Carey warns against is the future of confidentiality agreements, or NDAs. While these provisions have long accounted for employee silence in the face of abusive or corrupt employers, Carey posits that, one day, “confidentiality provisions in employee severance agreements will be banned as a matter of statute and public policy.”

This assertion comes in the wake of the #MeToo movement and the uncovering of the manner in which powerful people were using NDAs to buy silence from the people who suffered under their direction. Carey points out that it’s a non-partisan issue; corruption isn’t aligned with one specific political party, and the option to come forward with allegations of misconduct is a courtesy that should be afforded to all.

Whether or not confidentiality agreements are ethical is a moot point, and Carey does recommend continuing to use them when necessary – but, sooner or later, one can safely assume that the landscape of severance agreements will change, arguably for the better.