Confidentiality is critical when selling a business – but how do you keep your staff, customers and competitors from finding out?

1. 8 / www.bcmscorporate.com
StrictlyConfidential
Feature: Mark Bentley
Confidentiality is critical when selling a business – but how do you keep
your staff, customers and competitors from finding out?
It’s a nightmare scenario for many
business owners. Your closest
competitor looks you dead in
the eye and says:“So, I hear your
business is up for sale?”
If the‘wrong’people know that you
are looking to sell, at the wrong
time, a great deal of confidence and
goodwill can be eroded. No wonder
many business owners are deeply
concerned about approaching
potential buyers.
One client, who sold in 2015,
articulates how many business
owners feel:“People are our most
valuable asset and I didn’t want the
staff becoming uneasy. It was the
same thing with customers. I didn’t
want that rumour mill working, and
we contained that totally. Everyone
has seen the outcome as a positive.
No customer ever approached me,
no employee ever approached
me – well, how much more
confidential could it be?”
Managing confidentiality
So how does BCMS manage
confidentiality? The answer is a
combination of strict, tried and
tested techniques, and an agreed
communication strategy, tailored
with each client, for complete peace
of mind. From the outset we use
‘safe’non-work email addresses and
personal phone numbers to contact
you. We conduct preliminary
meetings either at our premises or
at a venue convenient to you. If we
come to a client’s premises, we may
agree in advance how we describe
ourselves to any front desk staff
we meet.
Confidentiality is about control.
Everything we do on our clients’
behalf is approved and signed off
by the client – from our agreed
research list of potential acquirers,
to the documentation and business
plans we produce. Our clients know
exactly who we are contacting and
when, and have full veto of any
company names on the list. We
can even stagger our approach,
and contact companies our clients
are concerned about (key regional
competitors, for example) much
later in the process. When it comes
to sharing information, we use a
secure data room so clients can
upload documents in their own
time, and away from the office.

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The first approach to potential
acquirers is made by phone call
by our highly experienced callers,
supported by an anonymous‘teaser’
letter. Neither the caller nor the
letter names your company, or
any details that are likely to identify
your company.
Checks and safeguards
BCMS’unique proprietary database
means we have contact details
of the right decision makers at
organisations all over the world.
We never send information to
a generic email inbox. We only
approach named individuals at
potential acquirer companies –
often board-level individuals such
as the MD or, for larger acquirers,
the M&A director. Only when these
senior professionals have signed
a legally binding Non Disclosure
Agreement (NDA) do we release
the full Information Memorandum,
which names you and emphasises
the benefits of acquisition or
investment. And even then, we
check with you again to ensure you
are happy to release the document.
Many clients ask us how we can
guarantee that these individuals
will respect the NDA. The answer is
that acquirers prize confidentiality
just as much as you do, for much
the same reasons – why would
senior executives want their staff
and competitors to know they were
looking to buy? It could reveal their
confidential business strategy, and
remove their competitive advantage
at a stroke.
A strong team
All BCMS clients benefit from an
eight-strong team of professionals,
each with a dedicated role. It’s this
resource that allows our clients to
focus on what they’re good at –
“All BCMS clients benefit from an eight-strong
team of professionals, each with a dedicated role.
It’s this resource that allows our clients to focus on
what they’re good at – running their business.”
running their business. As another
client told us“We were impressed
at BCMS’depth of knowledge, the
depth of the team and how people
were brought in at the appropriate
time, also the hand holding, if it was
necessary, and the reassurance.”
Even disbelieving clients are
converted when they see how
hard BCMS works to protect
confidentiality.
“Initially I was extremely doubtful
that BCMS would able to keep the
sale of my business confidential,”
one client told us a few years back.
“The way BCMS handled it, we didn’t
have any problems, which I have to
say I was extremely surprised about.”
This particular business owner has
since sold another business through
BCMS, and has referred a number
of new clients to us. But we can’t
tell you about them, of course – it’s
confidential…