CAA-Banner-Colour
Personal Impact

As climate-related threats increasingly dominate our environment, attention is now turning to the impact on global financial stability. Mark Kennedy looks at the effect on the financial services industry and how the regulatory landscape is likely to change. On an almost daily basis, we can see the devastation climate-related events have on our world. Yet as communities battle with the catastrophic impact of storms, floods and bush fires, another threat is emerging: how to manage the risk to the global economy and financial stability. The severity of the threat to financial stability has shifted the agenda from whether central banks and regulators should act on the climate crisis to what measures ought to be put in place. While financial institutions can expect a significant increase in regulatory focus, the complexities supervisory authorities now face in monitoring the physical, liability and transition risks posed by climate-related threats creates several challenges to implementation. A global survey of 33 central banks in six regions by Mazars and the Official Monetary and Financial Institutions Forum (OMFIF) highlighted significant hurdles to developing a framework to manage and supervise climate-related risk. They include a lack of climate-risk data at firm level (Figure 1), disagreement over mandate and responsibilities, and a lack of harmonisation on green investment taxonomies.  Financial system exposures For financial firms and investors, the ability to quantify exposure to climate-related risks is vital – particularly as the regulatory dial shifts to a greener investment landscape, where the danger of holding stranded assets is a significant risk for the banking and asset management industry. This shift not only affects their capacity to generate returns, but also their ability to meet capital requirements set by regulators. For insurance companies, climate-related claims or liabilities can be managed to some extent through catastrophe bonds or other financial instruments. However, the growing number and severity of natural catastrophe events also require insurance companies to explore a broader range of tools to manage their natural catastrophe risk exposure more effectively. Failure by financial services firms and regulators to monitor and manage climate risk exposures could result in significant damage to global economies. Also, rising insurance costs and unmanageable claims, asset value destruction, and vastly reduced investment performance could impact the overall stability of the financial system. The question now is: how do we begin to manage these risks? Reaction from regulators As the Mazars report identifies, a consistent approach by regulators to supervise climate risk is still some way off. While central banks are looking to implement models, the sheer scale, speed and complexity of climate risks pose unique challenges for stress-testing and modelling. According to the report, to date, a minority of central banks and regulators surveyed are currently conducting climate-related scenario analyses in their routine stress tests (Figure 2). One barrier to implementation is the growing consensus that conventional macroeconomic models are inadequate. Instead, integrating climate risk scenario analyses into standard stress tests requires drawing from alternative techniques, such as stock-flow consistent and agent-based modelling. There’s a growing appetite for an approach that also factors in the opportunities created as the investment landscape moves from brown to green. Rewarding positive behaviour Initiatives such as the European Green Deal focus on making changes that protect the environment, as well as supporting positive societal and economic change. As investments in clean technology or sustainable projects are given a more prominent platform, there is potential for investment growth and new business opportunities to expand. By rewarding positive behaviour, such initiatives have a significant role to play in reducing the overall risk of climate-related events as societies transition to a greener way of living. Importantly, it also drives positive behaviours at firm level as it encourages the financial services industry to transition business operations towards a more sustainable economic future. Looking ahead, financial firms that embrace green investment taxonomies and promote societal improvements will help to reduce the need for market and regulatory intervention. The impact on reporting As the regulatory landscape reacts and adapts to climate-related threats, CFOs and accountancy firms will need a framework that adopts the right balance of financial and non-financial reporting requirements. While the industry can expect more stringent regulation on stress-testing and modelling specific climate-related scenarios, there is also a need to assess non-financial exposures relating to legislative or practice-led changes on environmental issues. At firm level, this may involve questions on whether a policy change is likely to impact future business strategies and firm sustainability. A standardised approach to categorising different impacts and harmonising definitions is essential. According to the Mazars’ report, “the lack of harmonised definitions is an important deterrent for establishing, in a comparable manner, which activities and sectors should be considered aligned with the goals of environmental sustainability, and therefore to assess institutions’ exposure to climate risk.”  Looking ahead As we move into an era when environmental and societal issues are connected more than ever to the business landscape, it is vital that financial institutions now collaborate and pull together with regulatory authorities and professional bodies to work towards a more sustainable future for all. As a respected global financial hub, Dublin can take the lead on moving the conversation forward and help companies explore approaches to managing climate risk. It is also an opportunity to think about long-term sustainability issues that will help to enhance shareholder value. By asking the right questions, we can begin to implement a framework that not only helps manage the impact of climate-related risk, but also emphasises the opportunities.   Mark Kennedy FCA is Managing Partner at Mazars Ireland.

Apr 01, 2020
Comment

Some of the commercial habits that are already being formed could serve us well once the COVID-19 crisis is over, writes Dr Brian Keegan.  By now, all businesses and institutions have taken some preventative and containment measures against COVID-19 for their staff, but the early adopters of social distancing won headlines and even kudos for so doing. They were the first to tell personnel to work from home, to block staff from hosting or attending large meetings or any type of gathering, and to have placed an embargo on international travel. Those early adopters had much in common. Typically they were large, multinational, and flourished in the online sales and services environment. By contrast, the indigenous SME sector often operates within a market segment where having people work from home is not practicable. The sector is now suffering the most from the collapse in demand caused by the pandemic. We have seen epidemics before, but how well did we remember the lessons of Zika virus a few years on? Or SARS? Or swine flu? How much better are we at defending ourselves? At the time, these were serious crises, but they seem to have faded from the collective memory very quickly. That may be simply because their social and economic impact was far less pronounced than that of the current scourge, but I’m not sure the reason is as straightforward as that. It may instead be because they left no lasting behavioural changes in most of the businesses and societies they affected. Societies that did remember how bad things could get were better prepared for COVID-19. Singapore is not the most open of jurisdictions, but they read the warning signs early. Also the isolation wards built there to tackle SARS in the early years of the century were still available to hold patients ill with COVID-19, and that in turn allowed the authorities to be more prescriptive about quarantining and testing. No business, nor even a country, can (or even should) sustain the kind of “just in case” procedures, buffers and Singaporean-style infrastructure to guard against once-in-a-century pandemics. This, however, is a crisis for all of us, and we should not waste an opportunity to take some insight from it. Some of the commercial habits that are already being formed could serve us well once this crisis is over. Because the situation is changing daily, I am hesitant to be too prescriptive and not all these behaviours will sustain or improve the bottom line. Nevertheless, there is already evidence that businesses are accommodating, and staff are delivering through, more flexible working practices. This is not just about working from home where that is possible, but about varied working hours, role definition and service delivery methods. In days when demand is in decline almost everywhere, the Institute sees an upswing in demand from members for resource materials and online training. This could be down to a desire to fill empty hours, or more positively, it could be down to a broader recognition that additional skills and tools are needed for future survival. Behaviour is the hardest thing to change. The reluctance to lend or borrow, an antipathy towards speculative development, overcautious economic policy and even the rise of the gig economy can be traced back to the downturn a decade ago. The legacy of the 2007/08 recession sometimes lingers less on balance sheets than it does in the collective memory. The businesses that bounce back the fastest could well be those who are the early adopters of the new business behaviours prompted by the crisis. Just like the last recession, COVID-19 is now creating memories of its own. We will need to hang on to the positive ones. Dr Brian Keegan is Director, Advocacy & Voice, at Chartered Accountants Ireland.

Apr 01, 2020
Comment

It is important, and indeed useful, to remind ourselves about the business case for gender balance, writes Rachel Hussey. A lot of the recent discussion around gender balance and its importance in business presupposes that everyone believes that working towards and achieving gender balance is a good thing and that we all know why this matters. A large body of research demonstrates that diversity is good for business. Diversity leads to better decision-making, enhances the attraction and retention of talent and, most importantly, improves the bottom line. For example, McKinsey’s recent report entitled Delivering Through Diversity shows that companies in the top quartile for gender diversity within executive boards were 21% more likely to outperform on profitability. Investors are increasingly focused on gender diversity, and Goldman Sachs in February announced that it would only underwrite IPOs in the US and Europe of private companies that have at least one diverse board member. And starting in 2021, it will raise this target to two diverse candidates for each of its IPO clients. Closer to home, the Central Bank of Ireland has called out the specific need for diversity across senior decision-making levels based on evidence of increased standards in governance practices and a more balanced risk appetite. In many industries, a large part of the challenge around achieving gender balance is the small number of women who enrol for or graduate from the degrees relevant to the industry in question. For example, engineering companies find it more difficult to recruit women because of the small percentage of women who study engineering in college, which in turn is as a result of not enough girls taking STEM subjects in school. Furthermore, in law, over 60% of graduates are women, and in 2018 there were more women on the roll of solicitors than there were men for the first time. And this trend has continued. Data published annually by the UK’s Financial Reporting Council also indicates that the numbers of men and women opting for careers in accountancy are close to or at parity in recent years. In contrast, the overall profile of the profession is closer to one-third women and two-thirds men. Anecdotal evidence suggests that the position is somewhat better in Ireland. However, a gender imbalance remains, particularly at more senior levels. This makes the retention of women in the professions a key business opportunity if employers are to harness the full value of the available talent. A key lever in professional services firms is client demand. Clients are very focused on their diversity ambitions and they expect their service providers to be as well. Firms increasingly see tender documents with questions and scoring for diversity statistics and initiatives. It is not acceptable, nor prudent, to arrive at a beauty parade with an all-male team to discuss a proposal with what is usually a diverse team on the other side. And it is not only in pitch situations. Clients – and in particular, international or global ones – now frequently include requirements around diversity in their terms of engagement. Some conduct diversity audits and evaluate the composition of teams and the numbers of hours worked by both men and women. We ultimately need to focus within professional services on representing the increasingly diverse client base that we serve. Diversity is also important from a reputational perspective. The media – and the trade press as well – have a keen focus on gender balance and new partner announcements can be the subject of criticism and comment if there is a lack of gender balance, particularly on social media. Firms that make progress in this area, and are seen to do so, will have a real competitive advantage in what is an asymmetric market. Research carried out by the 30% Club shows equally high career ambitions across men and women. However, the same study also indicates less confidence among women regarding their potential to progress. This is perhaps a topic for another article, where we might also talk about the practices a modern professional services workplace needs to attract and retain talent – all of which will be tested as we work through the current challenges posed by coronavirus.   I was very pleased to be invited to write articles in this publication on gender balance in business. Since my first article the world has experienced, and continues to experience, unprecedented change and uncertainty and that looks likely to continue for some time. Businesses will have very different priorities in the period ahead and I am writing on the basis that we will return to (perhaps a different) normal and that we can resume the discussion on issues around sustainability (including diversity) in that new normal. Rachel Hussey is Chair of 30% Club Ireland and a Partner at Arthur Cox.

Apr 01, 2020
Careers

A recent Irish Accounting and Finance Association (IAFA) workshop on teaching and learning accounting at third-level tackled some unpalatable truths to create a vision for an undergraduate curriculum that produces more rounded graduates. By Margaret Healy, Hugh McBride, Elaine Doyle, Patrick Buckley and Michael Farrell While the knowledge base of the accounting profession is one of its distinguishing features, educators increasingly face tensions between teaching the breadth and depth of the technical aspects of accounting while also facilitating students’ engagement with the broader context in which the accounting discipline is applied. Teaching the digital natives of today’s classrooms can also leave educators struggling to find ways (other than assessments) to engage and motivate their students. Future accounting graduates need to be not only technically excellent but also have the ability and confidence to question the status quo, critically evaluate alternatives, think and behave ethically, work effectively as part of a team, and be open to and embrace change. Contemporary accounting teaching must, therefore, create classroom environments that generate enquiry by continually challenging and stimulating students. Educators must strive to develop deep, active and reflective learning experiences that engage this new generation, creating learning platforms that encourage interaction and blend with students’ evolving learning styles. On 29 November 2019, Chartered Accountants Ireland hosted a workshop on higher-level accounting education run by the Irish Accounting and Finance Association (IAFA).Over 50 participants were involved in the day from numerous higher education institutions (HEIs) on the island of Ireland, representing most of the professional accounting bodies, as well as Institute staff members from the Education and Exams departments. Summarised here are the main themes, issues and innovations arising from the presentations and group discussions. Catching and holding students’ attention Learning is arduous and cognitive effort is required. Neither students nor teachers should lose sight of this in the pursuit of quick fixes or using the latest technology for its own sake. Describing learning motivation as being cognitive, situated and dependent on the subject matter, Professor Martin Valcke of Ghent University in Belgium addressed the importance of creating a mental model that draws students into the material by leveraging what they might already know to ‘catch’ their attention and then ensuring that their attention is maintained. Lecturers need to first ‘catch’ and then ‘hold’ students’ attention and focus. Numerous techniques were suggested to achieve this. Hugh McBride, senior lecturer in business at Galway-Mayo Institute of Technology, uses various techniques to foster awareness of ethical concepts and considerations in the classroom. The focus is on moving students from ‘confusions of understanding’ to ‘understandings of confusion’ as they grapple with the complexity of dealing with the lack of ‘a right answer’. As a preparation for their ethics module, this approach engages students, builds their confidence and trust in the process, and identifies issues of concern for discussion later, thus acting as a learning mechanism for the lecturer as well as the students. Dr Emer Mulligan, senior lecturer in finance and taxation at NUI Galway and Dr Kim Key, PwC Professor of Accounting at Auburn University, Alabama, USA, run an intercultural teaching exercise in international taxation. With a shared desire to reflect the reality of tax in practice for their students, their group-based project involving students in the US and Ireland seeks to increase awareness of ethical issues as well as an understanding of international corporate tax planning opportunities and techniques. They recommend that educators start by using a case study that has already been published and is well-validated, with teaching notes available. Keeping the requirements simple at the outset improves the ease of implementation. Trade-offs between traditional teaching methodologies, and a focus on grading, versus the broader, real-world experience their teaching exercise provides must also be considered and negotiated with students. While lecturers will want to ensure that the students engage with real-world issues to enhance the relevance and development potential of the case study, this must also be balanced with how students are graded across different institutions. It can be challenging to get students to engage with the broader, real-world context of the subjects they study. For example, undergraduate tax students often pay little attention to the national budget, despite its critical importance to the work of tax practitioners. Dr Patrick Buckley, lecturer in information management at the University of Limerick, uses gamification to encourage students to engage with and learn more about this critical real-world event. A group decision-making tool called a ‘prediction market’ requires students to investigate policy debates and make forecasts about the measures that are likely to be introduced in the Budget. While the approach has been effective in motivating students, Dr Buckley notes that not everyone enjoys gamified learning; it must be used as part of a suite of learning interventions to improve engagement and motivation. Peter Weadack at the Institute of Art, Design and Technology in Dún Laoghaire uses a narrative or ‘storytelling’ approach, involving the five essential elements of a story (characters, setting, conflict, plot and resolution) to help students understand the contents and use of financial statements. After all, he says, “even accountants don’t dream in PowerPoints and T-accounts!” Doing more with less Teaching and learning in contemporary higher education take place under numerous constraints, including pressures on time and financial restrictions. More worrying, perhaps, are the increasing administrative burdens imposed on teaching faculties due to evolving bureaucracy and accreditation demands in addition to diversity issues within the classroom, which increasingly involves catering for a broader range of student needs (or demands). Smaller class sizes, space within modules to cover a broader range of topics in more depth, work placements for students, and the freedom to introduce more research into the curriculum are high on the wishlist for lecturers. Using technology to optimum effect is considered critical in addressing some of these issues. Ensuring that students have ‘skin in the game’ is also a vital means for engaging students, using approaches such as those outlined above, as well as co-creation and self-directed assignments. Re-thinking the undergraduate curriculum A third theme that emerged on the day was the nature of the relationship between the professional accountancy bodies (PABs) and HEIs, a key feature of which is the influence PABs have on accounting degree programme curriculum design, delivery and assessment within the HEI context. While this influence and its impact on professional exemptions are considered to be beneficial to the HEIs in promoting their degree programmes, it also has a restrictive influence on the nature of undergraduate education. The high quality of the various professional syllabi benefits the HEIs in designing their programmes and course modules by ‘piggybacking’ on the prior work of the professional bodies. It is of concern, however, that the focus of HEIs on obtaining and maintaining exemptions has skewed the academic curriculum excessively towards a narrow, technical education, including restricting the variety of assessment instruments used and stifling experimentation and innovation in approaches to teaching and learning. In a contemporary context where there is tension between the demand for technical skills and the need for students to develop transferable skills, broader-based undergraduate accounting education is desirable. It should incorporate an emphasis on understanding the business environment and conceptual frameworks, and on developing a more rounded graduate with a range of interpersonal and self-management skills, affective dispositions (in particular, critical thinking) and professional attributes. The difficulty for individual HEIs, however, is the risk of losing exemptions and damaging the relative attractiveness of their particular programmes in the short-term if they unilaterally redesign their curriculum to incorporate this broader perspective. In this context, it was suggested that there might be scope for the HEIs to approach the PABs to discuss rethinking the undergraduate curriculum collectively. Chartered Accountants Ireland expressed a willingness to engage in such a dialogue. A date for your diary Feedback for this event has been extremely positive, with attendees indicating that the content and format was useful and thought-provoking. In particular, the opportunity to interact with other educators and representatives of the various professional accountancy bodies was welcomed. Participants were anxious for this event to become part of the annual IAFA calender. To this end, we are delighted to announce that the second IAFA Teaching and Learning in Accounting Day is scheduled for 27 November 2020 at Chartered Accountants House.

Apr 01, 2020
Technical

Recent proposals from the International Accounting Standards Board could have dramatic effects on how companies present their financial performance. By Terry O’Rourke and Barbara McCormack When Gary Kabureck, a board member of the International Accounting Standards Board (IASB), presented an update on IFRS developments in Chartered Accountants House last October, he alerted us to the impending proposals from the IASB on how companies’ financial performance should be presented in the profit and loss account (or to use the IFRS term, the ‘statement of profit or loss’). Sure enough, just before Christmas, the IASB issued a 200-page Exposure Draft proposing substantial changes in response to demands from users for better information on financial performance, which would reduce the diversity of presentation and enhance comparability between companies. At a high level, the profit and loss account would be required to classify income and expenses into the following categories: operating, investing, financing, associates and joint ventures, income tax, and discontinued operations. However, the level of prescription and definition underpinning the presentation of income and expenses in these categories is quite detailed and could cause significant changes in how companies present their results. Operating profit A key proposal is that the operating category, which is intended to include all income and expenses from the main business activities, would be the default category, to include all income and expenses that are not defined in one of the other categories. This would include items such as restructuring costs and goodwill impairments, irrespective of whether they are regarded by management as once-off or exceptional. The resultant operating profit or loss would be presented on the face of the profit and loss account. While many companies currently choose to present operating profit, its composition may well be different under these proposals. For example, associates and joint ventures would be split into those that are integral to the entity’s operations and those that are not. The results from those that are integral would be presented as a separate line item after operating profit while those that are not integral would be included in the investing category. The investing category would also include returns, and related expense, from other investments that are generated individually and largely independently of the entity’s other resources. Prohibiting the use of columns Many Irish and UK companies make use of columns on the face of the profit and loss account to present adjusted profit measures such as operating profit before exceptional restructuring or impairment expense. The proposals in the Exposure Draft include a prohibition on the use of columns to present management performance measures in the profit and loss account. The proposed definition of management performance measures would likely include such adjusted profit measures and they would therefore be prohibited from being presented in columnar format on the face of the profit and loss account. The Exposure Draft notes that “a few entities use a columnar approach” to present management performance measures based on a sample of 100 large companies from around the world. However, had the sample been taken from Ireland and the UK, it may well have shown a much greater incidence of columnar reporting. The IASB notes that the prohibition would be a change for some companies “operating in jurisdictions where the use of columns is common”. It will be interesting to see if stakeholders request further clarity from the IASB on what, if any, types of measures can be included in columnar format in the profit and loss account. Figure 1 shows what an extract from the face of a profit and loss account using columns to strip out exceptional items might look like, while Figure 2 shows the numbers without columns. There will undoubtedly be companies who consider that the columnar format in Figure 1 provides more useful information about their performance, particularly in relation to the year-on-year comparison. It is notable that if the Brexit transition period ends on 31 December 2020, it will be for a newly established UK IFRS Endorsement Board to decide whether to adopt new IFRS standards in the UK having consulted with UK stakeholders. Consequently, if the IASB proceeds to include its current proposals in the final IFRS and the EU adopts that Standard, perhaps during 2021, there is no guarantee that UK listed companies will have to comply with all the requirements of the eventual IFRS Standard. The Exposure Draft proposes that, where a company uses management performance measures to communicate with users, those measures should be included in a note to the financial statements with a reconciliation to the most directly comparable IFRS number, and other information including an explanation as to why those measures are useful. Because EBITDA is a commonly used measure in communications with users, the IASB considered defining EBITDA. But it is instead proposing that operating profit or loss before depreciation and amortisation would be specified as not being a management performance measure and therefore, would not need the above-noted reconciliation and explanation. The Exposure Draft proposes to continue to permit the inclusion of adjusted earnings per share measures in the notes to the financial statements, with appropriate explanation and reconciliation. However, it proposes that such measures would not be permitted to be presented on the face of the profit and loss account. Unusual income and expense The Exposure Draft proposes to define unusual income and expenses as those with “limited predictive value” and that this is the case “when it is reasonable to expect that income or expenses that are similar in type and amount will not arise for several future annual reporting periods”. The amount and nature of items of unusual income and expense would be set out in a single note to the financial statements. The proposed definition of unusual items, with its focus on predictive value, may cause some companies to change their assessment of what unusual items need to be disclosed. Analysis of expenses The Exposure Draft proposes that operating expenses would be analysed in the profit and loss account using either the nature of expense method (e.g. raw materials, employee benefits, depreciation) or the function of expense method (e.g. cost of sales, administrative expenses). However, companies would not have a free choice of which method to use. They would have to assess which method provides the most useful information to users by reference to a number of considerations set out in the Exposure Draft. Using a mixture of the two methods would be specifically prohibited, with very limited exceptions. Where the function of expense method is used in the profit and loss account, an analysis of total operating expenses by nature would be required in the notes, with new criteria designed to curtail the amount labelled “other”. A number of companies that highlight the effect of exceptional items by including line items or sub-totals, rather than columns, in the profit and loss account would have to be careful to comply with the proposed more prescriptive rules on the layout and content of the profit and loss account. Other proposals The Exposure Draft is titled General Presentation and Disclosures, and is intended to replace IAS 1 Presentation of Financial Statements. Although the 200-page Exposure Draft makes a number of proposals in relation to the statement of financial position, the statement presenting comprehensive income, the statement of cash flows and the notes to the financial statements, as well as related changes to other IFRS standards, we have sought in this article to focus principally on some of the key proposals that would affect how the profit and loss account is presented by many Irish listed companies. The IASB has set 30 June 2020 as the date by which it requires comments on the proposals in the Exposure Draft. The IASB has included illustrative examples in the Exposure Draft to show how its proposals should be used by banking, insurance, and property investment companies. Practical implications The IASB notes that, although the proposals do not affect the recognition or measurement of assets, liabilities, income, or expense, they would have a number of practical implications that would give rise to additional costs for preparers. Examples of costs that may arise include the cost of process or system changes necessary to identify and capture the various types of income and expenses to be separated and disclosed, training costs for staff, and the costs of communicating the reporting consequences to stakeholders. The effect on covenants in banking and loan agreements may also need to be considered. Nonetheless, the IASB considers that the changes are desirable in order to respond to the demands of users and it notes specifically the benefits for the quality of electronic reporting, including comparability and consistency. Conclusion It is notable that the IASB has issued an Exposure Draft, rather than a Discussion Paper, indicating it has reached an advanced stage of confidence that its proposals should be implemented. It will be interesting to see the level of support or otherwise the IASB receives on its proposals from companies, investors, and other stakeholders. Given the scale of the changes proposed in the Exposure Draft, we can expect the reaction of the board of the IASB to comments to be closely monitored by companies whose reporting would be significantly affected, and by investors whose demands and expectations the IASB is endeavouring to meet. Terry O’Rourke FCA is Chair of the Accounting Committee at Chartered Accountants Ireland. Barbara McCormack FCA is Technical Manager, Advocacy and Voice, at Chartered Accountants Ireland. 

Apr 01, 2020
Management

Raymond Donegan and Ted Webb outline the four steps to a successful sale. As a business owner, selling up is probably the most significant decision you will make in your working life. It is a difficult and often emotional process. However, with the right guidance, it can be navigated over a period of roughly six to eight months to everyone’s satisfaction. Four steps, if followed, will maximise the potential for a successful sale. Step 1: Preparation  The preparation stage sets the tone for the sale. At this point, your corporate finance adviser will draft an information memorandum with your assistance. This should be a compelling document, which will generally contain an executive summary and details of: business history; products or services offered; customers and market; future opportunities; overview of management, staff and facilities; and recent and forecast financial information. In addition to drafting the information memorandum, a comprehensive list of potential buyers should be drawn up by you and your corporate finance adviser. It is better to sell a business that is enjoying a period of growth with some suggestion of future growth remaining for the next owner. Also, if you want or need to retire by a specific date, it is best not to leave the sale too late. Specific areas of preparation to address include financial items such as fixed assets, working capital such as debtors and creditors, operating expenses, and shareholder costs. It is also crucial to assess the status of non-financial items, including management structure, intellectual property, tax status, and the business’ online presence. Step 2: Value the business and make initial contact with potential buyers The key drivers of value from a potential buyer’s perspective are the ability of your business to generate cash and its future risk and growth prospects. Several valuation methodologies can be used, including EBITDA (earnings before interest, tax, depreciation and amortisation) multiples, EBIT (earnings before interest and tax) multiples, and discounted cash flow. Once value has been established, it is time to contact potential buyers. The decision on which parties to approach will depend on the nature of your business and the type of sale process you are planning. Generally, the best result comes from a controlled auction process where several potential buyers are contacted. The benefit of this process is that, by the time the sale goes through, you will definitively know the market value of the business. Your corporate finance adviser will ensure that interested potential buyers receive an information memorandum after signing a confidentiality agreement. Prospective buyers then have approximately four weeks to respond with non-binding indicative offers, and once the offers are received, you and your adviser will decide whom to meet. Step 3: Management presentations and preferred buyer selection There is no substitute for face-to-face meetings; this is arguably the most critical stage of the entire sales process. Afterwards, your corporate finance adviser will request revised offers from interested parties. Now, you and your corporate finance adviser will decide on the preferred party. The price will play a large part in that decision, but other vital factors may include the structure of the deal and bidders’ plans for the future. You will naturally prefer to be paid in full immediately, whereas the buyer will prefer to pay over time. Ways to reach a compromise include: Deferred consideration: when an element of the consideration is paid after an agreed period; and Earnout: when the payment of deferred consideration is conditional on achieving specific financial targets such as an agreed level of sales or profits, or non-financial milestones such as renewing a contract. Once a preferred party is chosen, the heads of terms will be negotiated. This is a short document, which details the key financial and commercial terms of the deal. Step 4: Due diligence and negotiations The final stage of the process involves the preferred party undertaking due diligence on the target business, and all parties negotiating the necessary legal documents to conclude the transaction. Due diligence is akin to an invasive audit, but it is a necessary evil. It usually lasts six to eight weeks and covers several areas including financial and tax, commercial, products/services, legal/intellectual property, human resources and pensions, environmental, technical and property. Remember, the potential buyer’s view of your business can be positively reinforced if you can provide the information promptly. After three to four weeks of due diligence, the buyer’s lawyer will produce the first draft of the legal documents that will give effect to the sale. Assuming you are selling a company, these documents will include a share purchase agreement and a tax deed but may also feature other documents.  Conclusion  Selling a business is a complicated, lengthy exercise that most business owners will only do once in their lifetime. There can be a significant difference between a well-run, competitive sale process and a poorly executed transaction. An experienced team of advisers will know the best techniques to enhance value and mitigate risk for you and your business. Only by engaging with such a team can you expect to maximise your position.   Raymond Donegan is Director and Head of Family Businesses at IBI Corporate Finance. Ted Webb FCA is Managing Director at IBI Corporate Finance.

Apr 01, 2020