Thanks to https://seedtime.com/legitimate-home-based-business-ideas-opportunities/#comment-1998619
It was a great sharing, I did not come across such an article on the internet, thank you
Thanks to https://seedtime.com/legitimate-home-based-business-ideas-opportunities/#comment-1998619
It was a great sharing, I did not come across such an article on the internet, thank you
Thanks to https://www.benchmarkone.com/blog/21-great-small-business-blogs/#comment-838
[…] This excerpt was taken from an article written by Jessica Lunk on benchmarkone.com […]
Thanks to https://www.theworkathomewoman.com/businesses-start-no-money/comment-page-1/#comment-1247211
In reply to Khairat Bello.
Yip even south africans.. I wish there were more legitimate ways for us from African countries..
Good luck hope you find something soon
Thanks to http://feedproxy.google.com/~r/personalbrandingblog/~3/nTldiNt2DVI/
Building a personal brand is all about capturing attention. If you work in a “boring” industry, it can be tough to communicate the key benefits that differentiate you from competitors. Especially when you work in an industry that’s not usually the topic of conversation or trending on social media.
Take the VoIP industry, a very boring industry. It’s hard to make VOIP stand out or make it “sexy”. People don’t usually turn to VoIP companies for engaging content, actionable educational or entertainment. But with the right attitude and the ability to produce quality content, leaders even in the boring Cloud VoIP industry can gain recognition and build an audience. (I’ll show you a real life example in bullet #1 below).
In this article I’ll show you real examples of how to capture your target market’s attention, convert them into stark raving fans, and build your personal brand even when you’re in a boring industry.
Ready? Let’s roll!
Wallflowers and shrinking violets don’t build brands. People who are bold and enthusiastic do. For executives looking to make their mark and build a brand, being a hands-on, in the trenches type of person translates into authentic experience.
You don’t want to be the kind of exec that takes all the credit and not know how anything works. If your team does the heavy lifting while you get the kudos but you can’t explain how your widget works, then people are not going to respect your opinion.
Someone who shows they know what they are doing and can express their “Why” is going to be more authentic.
Don’t be afraid to have an opinion and share it, even if it happens to touch on the politics of the day. If it is earnest, authentic and well-thought-out—not some emotionally charged overreaction—then boldly proclaim it and let the discourse begin. That is what builds engagement, followers, and brands.
Those who take a position and confidently support their way of thinking are more likely to stand out
People value leaders who are confident and don’t flip-flop on their beliefs just to appease the masses. Sure, some feathers may get ruffled, but how many low-key, wishy-washy executives can you name? Exactly. You can’t name many because they don’t stand out and nobody knows who they are.
Just because your industry isn’t interesting doesn’t mean no one is interested. You can still share your knowledge and expertise to build your brand. Take Ryan Stewman, the sales and marketing expert who runs a sales training called The Hardcore Closer.
Ryan gained a loyal following talking about lead generation. He has built a multi-million dollar business by taking what has worked for him, sharing it, and monetizing it.
Ryan was on the cutting edge of using social media and videos to promote himself and connect with people when he started in sales. Because of his success, he started to teach other salespeople how to use social media to connect with people and use tools for lead generation.
He built a lead generation software company called Phonesites that helps salespeople create their own sales funnels. He offered free training on Facebook live and produced free content in the form of articles and training videos.
Sharing his expertise helped grow his personal brand which has allowed him to scale into other successful business ventures. He’s doing it right.
Chris the founder of SalesMessage is another great example. He has been using SMS texting to communicate with anyone who contacts their business or even subscribes to their webinars, events, or blog.
He shares actionable tips, tricks and information while trying to covert some of the leads who contact him and gets a whopping 70% response rate on SMS texts. He recently shared the complete set of sample text messages to send to customers on his blog. He engages his potential customers and build his following.
But, one of the biggest mistakes you can make in personal branding is to be and act like someone you are not. You will eventually be outed, caught, or exposed.
When building a personal brand, don’t pretend to be someone you’re not or have expertise when you don’t.
Elizabeth Holmes, CEO of the once highly-touted blood-testing startup Theranos, was once the darling of Silicon Valley. She was seen as an influencer and visionary in the same vein as Steve Jobs.
Theranos WAS Elizabeth Holmes and her personal brand of being a healthcare wunderkind carried the firm. Unfortunately for many people, the whole company and the whole story was a massive fraud. She faked her expertise and knowledge, the company was exposed and now it is no more.
A personal brand built on lies and half-truths will come back to bite you.
If you want to really stand out, you must be useful and add maximum value at all times. Do this by offering free info, training, and content about your industry and share that info while speaking at events and on podcasts.
We’re talking about sharing real expertise, not just thoughts or opinions, but practical knowledge that comes from actually having done the work.
Jack Kosakowski kills it here. Jack has been providing actionable social selling advice and content for over 5 years. With his SkillsLab social selling site, he has been helping salespeople to increase their presence through social media and how to correctly connect with—and sell to—their target clients.
Value comes from experience. Jack has churned out content on social media, his blog, publications like The Harvard Business Review, and on podcasts—continually sharing what has worked for him, and how it took him from a newbie salesperson to the CEO of the US division of a Global Digital Agency.
Look, you don’t need to be Billy Mays or the ShamWow guy, pitching and promoting all day while operators are standing by. Constantly pushing product is exhausting. But talking and engaging with people in your own voice—your true self—and showing them how to succeed with examples and actionable ideas will build trust.
When you let people see the real you, trust is built and your brand strengthens and attracts new prospects.
Trust isn’t built by speaking AT people. It’s built by engaging and speaking WITH with your audience.
People like to do business with people they know, like and trust. And that’s usually not the guy with the bullhorn shouting “Look at me! Look at me!” Differentiate yourself by sharing knowledge from real-world experience in an authentic, engaging way that creates value and trustworthiness. This will build your personal brand.
When someone needs to seek out info in your industry, you will be top-of-mind because you will be the rockstar of your “boring” industry. They will come to you for the value you provide because you’ve built trust due to engagement, value, and expertise.
The post Personal Branding Tips For Executives In “Boring” Industries appeared first on Personal Branding Blog – Stand Out In Your Career.
Thanks to http://feedproxy.google.com/~r/personalbrandingblog/~3/nTldiNt2DVI/
Building a personal brand is all about capturing attention. If you work in a “boring” industry, it can be tough to communicate the key benefits that differentiate you from competitors. Especially when you work in an industry that’s not usually the topic of conversation or trending on social media.
Take the VoIP industry, a very boring industry. It’s hard to make VOIP stand out or make it “sexy”. People don’t usually turn to VoIP companies for engaging content, actionable educational or entertainment. But with the right attitude and the ability to produce quality content, leaders even in the boring Cloud VoIP industry can gain recognition and build an audience. (I’ll show you a real life example in bullet #1 below).
In this article I’ll show you real examples of how to capture your target market’s attention, convert them into stark raving fans, and build your personal brand even when you’re in a boring industry.
Ready? Let’s roll!
Wallflowers and shrinking violets don’t build brands. People who are bold and enthusiastic do. For executives looking to make their mark and build a brand, being a hands-on, in the trenches type of person translates into authentic experience.
You don’t want to be the kind of exec that takes all the credit and not know how anything works. If your team does the heavy lifting while you get the kudos but you can’t explain how your widget works, then people are not going to respect your opinion.
Someone who shows they know what they are doing and can express their “Why” is going to be more authentic.
Don’t be afraid to have an opinion and share it, even if it happens to touch on the politics of the day. If it is earnest, authentic and well-thought-out—not some emotionally charged overreaction—then boldly proclaim it and let the discourse begin. That is what builds engagement, followers, and brands.
Those who take a position and confidently support their way of thinking are more likely to stand out
People value leaders who are confident and don’t flip-flop on their beliefs just to appease the masses. Sure, some feathers may get ruffled, but how many low-key, wishy-washy executives can you name? Exactly. You can’t name many because they don’t stand out and nobody knows who they are.
Just because your industry isn’t interesting doesn’t mean no one is interested. You can still share your knowledge and expertise to build your brand. Take Ryan Stewman, the sales and marketing expert who runs a sales training called The Hardcore Closer.
Ryan gained a loyal following talking about lead generation. He has built a multi-million dollar business by taking what has worked for him, sharing it, and monetizing it.
Ryan was on the cutting edge of using social media and videos to promote himself and connect with people when he started in sales. Because of his success, he started to teach other salespeople how to use social media to connect with people and use tools for lead generation.
He built a lead generation software company called Phonesites that helps salespeople create their own sales funnels. He offered free training on Facebook live and produced free content in the form of articles and training videos.
Sharing his expertise helped grow his personal brand which has allowed him to scale into other successful business ventures. He’s doing it right.
Chris the founder of SalesMessage is another great example. He has been using SMS texting to communicate with anyone who contacts their business or even subscribes to their webinars, events, or blog.
He shares actionable tips, tricks and information while trying to covert some of the leads who contact him and gets a whopping 70% response rate on SMS texts. He recently shared the complete set of sample text messages to send to customers on his blog. He engages his potential customers and build his following.
But, one of the biggest mistakes you can make in personal branding is to be and act like someone you are not. You will eventually be outed, caught, or exposed.
When building a personal brand, don’t pretend to be someone you’re not or have expertise when you don’t.
Elizabeth Holmes, CEO of the once highly-touted blood-testing startup Theranos, was once the darling of Silicon Valley. She was seen as an influencer and visionary in the same vein as Steve Jobs.
Theranos WAS Elizabeth Holmes and her personal brand of being a healthcare wunderkind carried the firm. Unfortunately for many people, the whole company and the whole story was a massive fraud. She faked her expertise and knowledge, the company was exposed and now it is no more.
A personal brand built on lies and half-truths will come back to bite you.
If you want to really stand out, you must be useful and add maximum value at all times. Do this by offering free info, training, and content about your industry and share that info while speaking at events and on podcasts.
We’re talking about sharing real expertise, not just thoughts or opinions, but practical knowledge that comes from actually having done the work.
Jack Kosakowski kills it here. Jack has been providing actionable social selling advice and content for over 5 years. With his SkillsLab social selling site, he has been helping salespeople to increase their presence through social media and how to correctly connect with—and sell to—their target clients.
Value comes from experience. Jack has churned out content on social media, his blog, publications like The Harvard Business Review, and on podcasts—continually sharing what has worked for him, and how it took him from a newbie salesperson to the CEO of the US division of a Global Digital Agency.
Look, you don’t need to be Billy Mays or the ShamWow guy, pitching and promoting all day while operators are standing by. Constantly pushing product is exhausting. But talking and engaging with people in your own voice—your true self—and showing them how to succeed with examples and actionable ideas will build trust.
When you let people see the real you, trust is built and your brand strengthens and attracts new prospects.
Trust isn’t built by speaking AT people. It’s built by engaging and speaking WITH with your audience.
People like to do business with people they know, like and trust. And that’s usually not the guy with the bullhorn shouting “Look at me! Look at me!” Differentiate yourself by sharing knowledge from real-world experience in an authentic, engaging way that creates value and trustworthiness. This will build your personal brand.
When someone needs to seek out info in your industry, you will be top-of-mind because you will be the rockstar of your “boring” industry. They will come to you for the value you provide because you’ve built trust due to engagement, value, and expertise.
The post Personal Branding Tips For Executives In “Boring” Industries appeared first on Personal Branding Blog – Stand Out In Your Career.
Thanks to https://seedtime.com/legitimate-home-based-business-ideas-opportunities/#comment-1998619
It was a great sharing, I did not come across such an article on the internet, thank you
Thanks to http://feedproxy.google.com/~r/personalbrandingblog/~3/nTldiNt2DVI/
Building a personal brand is all about capturing attention. If you work in a “boring” industry, it can be tough to communicate the key benefits that differentiate you from competitors. Especially when you work in an industry that’s not usually the topic of conversation or trending on social media.
Take the VoIP industry, a very boring industry. It’s hard to make VOIP stand out or make it “sexy”. People don’t usually turn to VoIP companies for engaging content, actionable educational or entertainment. But with the right attitude and the ability to produce quality content, leaders even in the boring Cloud VoIP industry can gain recognition and build an audience. (I’ll show you a real life example in bullet #1 below).
In this article I’ll show you real examples of how to capture your target market’s attention, convert them into stark raving fans, and build your personal brand even when you’re in a boring industry.
Ready? Let’s roll!
Wallflowers and shrinking violets don’t build brands. People who are bold and enthusiastic do. For executives looking to make their mark and build a brand, being a hands-on, in the trenches type of person translates into authentic experience.
You don’t want to be the kind of exec that takes all the credit and not know how anything works. If your team does the heavy lifting while you get the kudos but you can’t explain how your widget works, then people are not going to respect your opinion.
Someone who shows they know what they are doing and can express their “Why” is going to be more authentic.
Don’t be afraid to have an opinion and share it, even if it happens to touch on the politics of the day. If it is earnest, authentic and well-thought-out—not some emotionally charged overreaction—then boldly proclaim it and let the discourse begin. That is what builds engagement, followers, and brands.
Those who take a position and confidently support their way of thinking are more likely to stand out
People value leaders who are confident and don’t flip-flop on their beliefs just to appease the masses. Sure, some feathers may get ruffled, but how many low-key, wishy-washy executives can you name? Exactly. You can’t name many because they don’t stand out and nobody knows who they are.
Just because your industry isn’t interesting doesn’t mean no one is interested. You can still share your knowledge and expertise to build your brand. Take Ryan Stewman, the sales and marketing expert who runs a sales training called The Hardcore Closer.
Ryan gained a loyal following talking about lead generation. He has built a multi-million dollar business by taking what has worked for him, sharing it, and monetizing it.
Ryan was on the cutting edge of using social media and videos to promote himself and connect with people when he started in sales. Because of his success, he started to teach other salespeople how to use social media to connect with people and use tools for lead generation.
He built a lead generation software company called Phonesites that helps salespeople create their own sales funnels. He offered free training on Facebook live and produced free content in the form of articles and training videos.
Sharing his expertise helped grow his personal brand which has allowed him to scale into other successful business ventures. He’s doing it right.
Chris the founder of SalesMessage is another great example. He has been using SMS texting to communicate with anyone who contacts their business or even subscribes to their webinars, events, or blog.
He shares actionable tips, tricks and information while trying to covert some of the leads who contact him and gets a whopping 70% response rate on SMS texts. He recently shared the complete set of sample text messages to send to customers on his blog. He engages his potential customers and build his following.
But, one of the biggest mistakes you can make in personal branding is to be and act like someone you are not. You will eventually be outed, caught, or exposed.
When building a personal brand, don’t pretend to be someone you’re not or have expertise when you don’t.
Elizabeth Holmes, CEO of the once highly-touted blood-testing startup Theranos, was once the darling of Silicon Valley. She was seen as an influencer and visionary in the same vein as Steve Jobs.
Theranos WAS Elizabeth Holmes and her personal brand of being a healthcare wunderkind carried the firm. Unfortunately for many people, the whole company and the whole story was a massive fraud. She faked her expertise and knowledge, the company was exposed and now it is no more.
A personal brand built on lies and half-truths will come back to bite you.
If you want to really stand out, you must be useful and add maximum value at all times. Do this by offering free info, training, and content about your industry and share that info while speaking at events and on podcasts.
We’re talking about sharing real expertise, not just thoughts or opinions, but practical knowledge that comes from actually having done the work.
Jack Kosakowski kills it here. Jack has been providing actionable social selling advice and content for over 5 years. With his SkillsLab social selling site, he has been helping salespeople to increase their presence through social media and how to correctly connect with—and sell to—their target clients.
Value comes from experience. Jack has churned out content on social media, his blog, publications like The Harvard Business Review, and on podcasts—continually sharing what has worked for him, and how it took him from a newbie salesperson to the CEO of the US division of a Global Digital Agency.
Look, you don’t need to be Billy Mays or the ShamWow guy, pitching and promoting all day while operators are standing by. Constantly pushing product is exhausting. But talking and engaging with people in your own voice—your true self—and showing them how to succeed with examples and actionable ideas will build trust.
When you let people see the real you, trust is built and your brand strengthens and attracts new prospects.
Trust isn’t built by speaking AT people. It’s built by engaging and speaking WITH with your audience.
People like to do business with people they know, like and trust. And that’s usually not the guy with the bullhorn shouting “Look at me! Look at me!” Differentiate yourself by sharing knowledge from real-world experience in an authentic, engaging way that creates value and trustworthiness. This will build your personal brand.
When someone needs to seek out info in your industry, you will be top-of-mind because you will be the rockstar of your “boring” industry. They will come to you for the value you provide because you’ve built trust due to engagement, value, and expertise.
The post Personal Branding Tips For Executives In “Boring” Industries appeared first on Personal Branding Blog – Stand Out In Your Career.
Thanks to https://www.theworkathomewoman.com/free-resources-business/comment-page-6/#comment-1216059
Thanks a lot for sharing the list of free resources to run home-based businesses. When it comes to the website, the design of the site always matters a lot. And to present any product, or to show the specifications of the products, most websites are preferring images, as it is easy for the users to understand. And the most crucial part is that used images should have a small size, but at the same time, its quality should not be compromised. Here I would like to recommend a tool, Resize.live, to resize, crop, rotate and flip images in real-time.
Thanks to https://seedtime.com/legitimate-home-based-business-ideas-opportunities/#comment-1893207
This blog is really very helpful. Thanks for posting this blog here.
Thanks to https://www.theworkathomewoman.com/free-resources-business/#comment-1216059
Thanks a lot for sharing the list of free resources to run home-based businesses. When it comes to the website, the design of the site always matters a lot. And to present any product, or to show the specifications of the products, most websites are preferring images, as it is easy for the users to understand. And the most crucial part is that used images should have a small size, but at the same time, its quality should not be compromised. Here I would like to recommend a tool, Resize.live, to resize, crop, rotate and flip images in real-time.
When the Penn State “Sandusky” scandal hit the news, I sat down and cried.
During my junior and senior years, I worked for the football office. Paterno was insane about integrity. If a player didn’t have a 3.0 on Friday night, he didn’t play on Saturday. If a player got in trouble, the team had to clean the stadium after the game. I can go on, but I won’t because Penn State leadership’s lapse in integrity decimated a century’s worth of hard-earned reputation.
“Most companies think they have integrity, until they get exposed by data, skewered by the press, boycotted by customers, dropped by investors, and protested by their own employees. They’ll punish and apologize for transgressions but throw up their hands about how to prevent them — even though they van cost a company everything.” — Robert Chestnut
Intentional Integrity: How Smart Companies Can Lead an Ethical Revolution by Robert Chestnut is a brand new book, released in the midst of the COVID-19 pandemic. And this is a perfect time because corporations and their communications strategies have been disrupted like never before.
According to Chestnut, corporate ethics have been tested sorely, as he notes in an updated chapter on leading with integrity during a crisis.
“Suddenly business leaders had to answer questions on the fly. How to handle layoffs, adapt to customer expectations and shifting government requirements, and to transition entire workforces online?”
This crisis pointed out how important it is to have a culture of integrity. For example, if one of your values is employee safety, then it’s a lot easier to make decisions about whether to prioritize profitability or employee health benefits.
The author started his career as an attorney with the U.S. Justice Department. He was an Assistant US Attorney in Northern Virginia. As a federal prosecutor he ran the Major Crimes Unit where he prosecuted a wide range of crimes including CIA employee Aldrich Ames who was prosecuted for espionage.
In 1999, Chestnut shifted his career and joined the private sector. First with eBay where he got involved in fraud detection and prevention. Then he joined LiveOps, Chegg and most recently, AIrbnb where he grew the legal team from 30 to over 150 and started the “Integrity Belongs Here” program to drive ethics throughout the culture of the company.
In Intentional Integrity, Chestnut strives to show leaders that integrity isn’t a roadblock to getting things done, but a “potential superpower.” The book shows you how you can set the tone and set an example with your words and actions.
When leaders embrace that integrity and responsibility are important elements of your job.
Your employees are a reflection of who you are and what you do. And when you practice intentional integrity, there’s a ripple that goes throughout your company and into the community. Being integrity consistently over time, will ultimately build trust and give your organization a long-term advantage.
To infuse integrity into your organization, Chestnut proposes the 6Cs process and this is what the entire book is devoted to. Each chapter is one step of the 6Cs process.
On the first day of “Business Law” in graduate school, the professor walked in. Plopped his briefcase on the desk and then sat on the desk, with his legs dangling over the edge and asked: “Do you know why we have lawyers?”
The entire class sat in silence.
He waited for a few seconds and then said “We have lawyers because people are no damned good.”
When he said “people are no damned good” he didn’t mean that people were “bad” or “evil”. What he meant was that people didn’t behave with integrity; they would say one thing and do something else. They would promise to do something and not do it. People would say they valued something and then act like they actually value something completely different.
In Intentional Integrity, the author combines ethics and integrity into one package. I’m not sure that is entirely fair and accurate.
We understand integrity to mean “honesty”. But the true foundational meaning of integrity means to be whole and undivided. In other words, at its core, integrity means that your actions match your values.
I posit that CEOs (especially of large enterprises) have integrity (meaning that their behavior is consistent with their values). But not all leaders have ethics, which are moral principles that guide behavior.
And this book is written for those CEOs who are committed to having their ethics reflected in their values and those values be clearly communicated throughout their organization — thereby creating INTEGRITY (being whole and undivided).
I would say Intentional Integrity is the motherhood and apple pie of leadership books.
But, to be honest, it’s preaching to the choir. The people who will most enjoy this book are the people who are already running their business with a high level of ethics and integrity, And these people will get a roadmap toward shifting your values and ethics out of your head and throughout your organization.
In some ways, it’s like Chestnut is writing to those people who may have strayed from the ethical straight and narrow. Maybe it’s people who have started their business with high-minded values, but who have been challenged by the complexities and impossible choices between people and profits.
Ultimately, the message underneath Intentional Integrity is that ethics and integrity count. And that one simple lapse in judgment can decimate the business you’ve worked so hard to build.
Image: amazon.com
This article, “The Road to Intentional Integrity is Paved With Good Intentions” was first published on Small Business Trends
Thanks to https://www.goodfinancialcents.com/home-based-business-ideas-easy-to-start/#comment-9533526
I felt that this information pertaining to self-employment will be a valuable source for me. I was seeking general ideas of
what business would be most profiting for me and realistic. I am also interesting in using Amazon and eBay to distribute my products or services.
Thanks to https://www.allbusiness.com/negotiating-an-acquisition-letter-of-intent-100407-1.html
Revised and updated May. 16, 2020
In acquisitions of privately held companies, a letter of intent/term sheet is often entered into by both parties. The purpose of the letter of intent is to ensure there is a “meeting of the minds” on price and key terms before the parties expend significant resources and legal fees in pursuing an acquisition, and before sellers agree to grant exclusivity to buyers.
The purpose of this article is to explore the key issues in negotiating and drafting an acquisition letter of intent.
A letter of intent can be short or long, depending on the dynamics of the negotiations and the desires of the parties. Here are the types of items that can be included in a letter of intent, a number of which are discussed in greater detail later in this article:
Long-form letters of intent are more comprehensive and legally constructed, and designed to reach a meeting of the minds on many of the key terms of a potential deal. The key advantages of a long-form letter of intent are:
The primary disadvantage of a long-form letter of intent is that it may bog down the momentum of getting a deal done, as the parties deal with too many difficult issues early on. It may also result in the breakdown of the negotiations that could have been avoided if certain issues had been deferred.
A short-form of letter of intent will usually only address the price and perhaps a few key terms (such as any escrow holdback for seller’s indemnification protection, length of escrow, and the exclusivity/no shop right for the buyer) and has the advantage of being quicker to negotiate than a long-form letter of intent. The obvious disadvantage is that it leaves many important issues to be resolved later on.
From the perspective of the selling company, it will typically want the letter of intent to be as detailed as possible on the key issues of the deal. The reason is that once a letter of intent has been signed and an exclusivity negotiating period has been granted to a buyer, the leverage in the negotiations will swing to the buyer. Therefore, the seller will often want to have a complete picture of the price and deal terms before it is locked up and precluded from talking to other potential buyers. And the more detailed the letter of intent, the more likely that a definitive acquisition agreement can be negotiated successfully. The best time to get key concessions from a buyer is when the buyer believes there are competing bidders and where it does not have exclusivity.
For common mistakes by sellers in acquisitions, see 22 Mistakes Made by Sellers in M&A Transactions.
From the buyer’s perspective, especially where the buyer has considerable negotiating leverage, it will favor a short-form letter of intent which includes a long period of exclusivity in order for it to finish its due diligence and negotiate a definitive merger or acquisition agreement. The buyer typically will argue that it can’t agree to some of the key terms of the deal in the letter of intent until it completes its due diligence. (The seller will dispute that argument—the buyer can agree to key terms, but if problems arise in its due diligence, it is always free to renegotiate any provision.)
In some situations, it is in the buyer’s interest to also have a detailed letter of intent to avoid spending lots of management resources and legal fees on a deal that might not get consummated.
The letter of intent will typically state that it is non-binding, except for certain designated provisions. Usually at this stage in the acquisition process, neither the buyer nor the seller are willing to be bound to conclude a transaction. Further, the letter of intent does not contain all the terms that should be agreed upon in an acquisition.
Nevertheless, certain provisions are typically designated as binding such as:
The letter of intent should clearly state which portions are binding and which are not. Lack of clarity on this point might allow a court to enforce (or refuse to enforce) a provision contrary to the intent of the parties.
The buyer will typically insist on a binding exclusivity/no shop period where the seller and its officers, directors, representatives, advisors, employees, stockholders, and affiliates may not engage in any discussions or negotiations with, provide information to, or enter into agreements with any other prospective buyer. The seller is also precluded from “shopping” the buyer’s bid or the company. The exclusivity provision will also typically require the seller to immediately terminate any other sale discussions. The buyer will also ask that it be notified of any inquiry or offers from other potential buyers during the exclusivity period, and the terms thereof (including the identity of the third party).
The seller will want to keep the exclusivity period short (for example, 15 days) and the buyer will typically want longer (for example, 30-60 days). Because of the issues surrounding COVID-19, some buyers may request even longer periods of exclusivity because of due diligence issues.
The seller should insist on a sentence that allows it to terminate the exclusivity period early if the buyer subsequently proposes a lower price or materially worse terms, or if the seller believes in good faith that the parties are not making sufficient progress on finalizing a deal or the buyer is not keeping up with the time table agreed to by the parties (discussed below). The buyer will, of course, resist giving the seller a basis to terminate exclusivity early since the buyer will begin spending substantial resources on conducting due diligence and preparing documentation. In many instances, the compromise will be an exclusivity period somewhat shorter than the buyer desires.
The price for the deal is obviously the key issue, but the letter of intent should make clear:
Sometimes it is useful to set forth in the letter of intent dates by which the parties expect various matters to be completed, such as:
In private company acquisitions, the seller often asks for indemnification from the buyer for breaches of representations made in the acquisition agreement. Indemnification effectively adjusts the purchase price downwards and therefore the terms of indemnification are almost always the subject of lengthy negotiations.
The seller (and its stockholders), well aware that their bargaining leverage will decline once the letter of intent is signed, frequently will insist that the letter of intent set forth limitations on the scope of this indemnification obligation. In contrast, buyers will typically resist, asserting that negotiation of the terms of indemnification should be deferred to the negotiation of the entire acquisition agreement, at which time the buyer will be much better informed about the seller’s business and liabilities. Although market practice today is to specify the size of an indemnification escrow and the extent to which it might be the sole source of recovery for buyer indemnification claims, it is sometimes difficult for sellers to obtain in the letter of intent additional limitations on its (or its stockholders’) indemnification obligations.
In some deals, the seller with leverage can take the position that the deal should be structured like a public company type deal—that there is no escrow and that representations, warranties, and covenants expire at the closing. An escrow in private company acquisitions is used to secure the seller’s indemnification by placing an agreed amount of the cash purchase price into an escrow. The seller will argue that if the buyer wants additional protections, it can do so through its own careful due diligence and by obtaining the protections afforded by M&A representation and warranties insurance.
In the last few years, M&A representations and warranties insurance, in lieu of extensive indemnification provisions, have become the norm (especially with private equity buyers).
Indemnification obligations may limited in a variety of ways, such as:
The letter of intent will typically not include a detailed listing of the seller’s representations and warranties. But if the seller desires to have certain materiality or knowledge qualifiers for particular representations and warranties, it may be best to negotiate these in the letter of intent. For example, the seller may want to state that any representations and warranties concerning intellectual property infringement issues be limited by a knowledge qualifier.
To the extent there are any key employee issues for the seller or buyer, it may be prudent to address these in the letter of intent. Such issues could include:
The seller will want to set forth key conditions to closing (and ideally will want the letter of intent to set forth the onlyconditions to closing). That way, the seller will have a better understanding of the likelihood of a closing.
The typical closing conditions that a seller will allow for the benefit of the buyer include:
The buyer may also insist on the following closing conditions, among others:
It is desirable for the letter of intent to set forth how and where resolution of disputes will happen, both under the letter of intent and under the acquisition agreement.
My preference is for a confidential binding arbitration/provision, under the JAMS commercial arbitration rules in existence at the commencement of the arbitration, before one arbitrator chosen by JAMS. In deals involving international parties, international arbitration firms (such as the International Chamber of Commerce) should be considered for this purpose.
Such an arbitration provision allows for faster and more cost-effective resolution of disputes than litigation. Litigation can be extremely costly and last for many years during any appeal process.
Among the issues to be considered with respect to an arbitration provision are the number of arbitrators, the location of the arbitration, the scope of discovery, the time period for resolution, and who will bear the fees and expenses of the arbitrator. I also typically prefer a provision that states that each party will pay its own legal fees and costs, and 50% of the arbitrator’s fees.
A well-drafted letter of intent can increase the likelihood of an acquisition successfully closing, on optimal terms. To see some sample letters of intent, check out the Forms and Agreements section of AllBusiness.com.
Read all of Richard Harroch’s articles on AllBusiness.com.
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before reading ur blog I Had no idea about all these things.thanks for sharing.
keep it up!
Thanks to https://www.hatchbuck.com/blog/21-great-small-business-blogs/#comment-409
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