Both Sides Of The “Business Transaction” Coin

It’s difficult to see “both sides of a coin” at the same time. However, you can look at one side of the coin while being mindful of what the other side looks like. It’s my job as a business broker to remind the business seller the do’s and don’ts from both sides of that coin in what will be one of the most significant events of their lives.


Buyers never know as much about the business as you do and that is a source of anxiety. It doesn’t matter how transparent you are throughout the process, information asymmetry occurs, and it needs to be respected. You should provide a clear, consistent story with both your story and your numbers. Compelling, well written and thorough Confidential Business Review’s (CBR) make a compelling, consistent case.


The buyer is looking for opportunities, plural. At any time, they are comparing your business to all the others they have seen. Over half the businesses we sell go to people we know, and we’ve shown each of the many businesses. Not only are they comparing your business to others, but you’re also competing against other ways they could invest their time and money:

  • Stay where they are
  • Work for someone else
  • Start something from scratch

Each of those has a different risk/reward profile and you are not the only game in town!


To any new owner, there is a risk they are willing to take. They have a dream of what the future will look like and are excited about that potential. This is the same potential that sellers tend to fall back in love with during the sales process!

Business brokers have a saying, “businesses are valued based on earnings and sold based on potential”. Performance data determines both what the buyer is willing to pay and what the bank will loan against The upside is key, however, and is what makes them want to take the risk and make the investment. Other than during creative deal structuring and companies selling to non-owner operators, sellers should not expect compensation based on unfulfilled potential. Some of our most interesting deals happen when we help the parties get creative.

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Bison Business LLC (“we,” “our,” “us”) will be furnishing you confidential information pertaining to one or more businesses we represent (“the Business”). As consideration for obtaining this information including but not limited to a confidential business review (CBR), financial documents, employee information and other trade secrets, you agree that:

All verbal or written information furnished to you pertaining to the Business will be confidential. For a period of five years from the signing date, you will not use this information to compete against the Business, nor will you disclose it to any person(s) or entity(ies) other than those assisting you in its evaluation for the sole purpose of your potential acquisition.

Unless we agree otherwise in writing, you will not contact the Seller, nor will you contact any of the Business’s employees.

If you decide that you do not wish to pursue an acquisition, you will advise us of this, return all information furnished to you, and delete all electronic copies.

If you negotiate with the Seller to purchase or lease the Business or its Assets without our involvement, you will be responsible for paying our full commission and associated damages.

You acknowledge that we represent the Seller, and that all information concerning Seller’s Business and Assets, whether furnished before or after the execution of this Agreement, was and is supplied by Seller to us, and that we have not made nor do make any warranty or representation as to the genuineness, accuracy, and truthfulness of any and all information of the Business. Bison Business makes no guarantees regarding the future value of the Business, and acts merely as a conduit for information between Seller and you.