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.

Cormac Lucey helps you turbo-charge your ability to identify and absorb relevant information in three easy steps. A close friend of mine is a retired journalist. We were in school together for several years in the 1970s. He went into journalism; I went into accountancy. In sixth year, our school won the Leinster Senior Schools cup in rugby for the first time in decades. My pal kept a copy of the following day’s Irish Independent, complete with match coverage. It disappeared under the mountain of detritus we are all at risk of gathering. Then it re-emerged after both parents had died, and the family home was put up for sale. What struck Peter, in the early part of this century, was just how thin that 1978 edition of the Independent was compared to the bulky newspapers we have today. Ironically, our newspapers are bigger and better than ever before, even as they face going down under the online onslaught. In 1978, nobody was at real risk of information overload. If anything, we suffered from information poverty back then. Today, however, we are forced to deal with an abundance of information. Separating the informational wheat from the chaff is critically important today, as each of us could be submerged in the flow of information pouring our way. I read a lot – both online and in print – and have three key rules for managing the information flow I face. Rule 1: Learn to speed read and put it into practice The average best-seller we might take with us on holidays has about 400 words on each page. It is said that President John F. Kennedy could read 2,000 words per minute, equivalent to five pages per minute. I find that hard to believe. But with a disciplined approach, it should be possible to read at speeds of 500-600 words per minute regularly. What are the core elements of speed-reading? Here is a speed speed-reading course: a) Develop the good habit of reading in a smooth rhythm; abandon the bad habit of disrupting that rhythm by occasionally going back to reread a passage; b) Instead of visually absorbing single words, get into the habit of absorbing several (three to five) words with each glance; c) Measure your reading speed when you’re reading a book and focus on getting that speed up; and d) Practice reading some trashy material at an incredibly fast pace. Then, when you read regular content, you’ll find yourself chomping at the bit speed-wise, just like when you come off the motorway and chomp at the bit at the outrageously slow speed limits then imposed. Rule 2: Focus When you read something, you are reading it for a purpose. Be deliberate about that purpose. If I’m reading a newspaper, I want useful information and I want entertainment. I also want to limit the amount of time I devote to reading the paper. I am certainly not going to read all of it. The paper owes you a duty – you owe the paper no duty. Similarly, just because you have started to read a book does not mean you are duty-bound to complete it. Our time and attention are limited. If a book is boring, tedious or just getting you down, discard it and choose another. That book may deserve the dismissive review: “Once I put it down, I couldn’t pick it up!” Rule 3: Discriminate among preferred providers I follow several financial websites closely: RTE.ie – click on “Business”, “Broker Reports” and “Goodbody” and you will be directed to a comprehensive review of the previous day’s business and economic news refracted through the prism of its implications for corporate value. Google “McKinsey on finance” and you will be directed to the website of the management consultants’ quarterly report on corporate finance themes. Each quarter, five or six issues are considered in a succinct and intellectually well-founded manner with a focus on drawing actionable conclusions. Google “Damodaran online”, and you will land at the website of Aswath Damodaran, Professor of Finance at the Stern School of New York University. This site features models, including lots of detailed valuation models; data, including important sectoral cost of capital data; and Damodaran’s blog, where he analytically considers important current financial topics. Cormac Lucey FCA is an economic commentator and lecturer at Chartered Accountants Ireland.

At the time of writing, efforts to contain the spread of coronavirus are undoubtedly the focus of attention for society and business across the island. This is a very serious and fast-evolving situation, and Chartered Accountants Ireland will adhere to the official advice provided by our respective health services and governments. The safety and health of our members, students and staff are paramount, and that principle guides the decisions taken. The Institute is reviewing its programme of activities in respect of members, students and external stakeholders. We will be in contact with everyone concerned to advise them of all decisions made. I would like to take this opportunity to commend businesses across the island for their responsible attitude to their employees and customers in following official guidelines. Such decisive action will, we hope, effectively curtail the spread of the virus. Paschal Donohoe T.D. At the start of March, we were honoured to host Minister for Finance, Public Expenditure and Reform, Paschal Donohoe T.D., who addressed an invited audience of Institute members and guests. Inevitably, coronavirus featured prominently with the Minister predicting that the Irish economy would be impacted by the global slowdown associated with the outbreak. He said: “Many, including the OECD, outline that this outbreak has the potential to slow global growth to its lowest rate since the financial crisis just over a decade ago. To what extent, it is too early to say, but it follows that weaker growth will affect our short-term outlook and my department will update its projects in April”. Turning to Brexit, the Minister argued that while the post-Brexit world will present significant challenges, if managed correctly, Ireland’s reputation as an open, adaptable yet stable economy also presents opportunities.  Engagement with US members and politicians At the time of writing, the Institute’s Director of Advocacy & Voice, Dr Brian Keegan, and myself are currently meeting with members and politicians in the USA. The programme has involved meetings in New York with Northern Ireland Economy Minister, Diane Dodds, and Consul General of Ireland, Ciarán Madden, before moving on to Washington DC for various events including the Irish Business Leaders’ Lunch, the Irish Funds dinner and the NI Bureau breakfast. Throughout the visit, we have had a very warm welcome from members based in the US and some really useful engagement with political representatives from both sides of the Atlantic. Institute signs climate change pledge In February, our Institute announced that it is one of 14 accounting bodies worldwide to become signatories to a call to action on climate change issued by Accounting for Sustainability (A4S). The memorandum of understanding signed by Chartered Accountants Ireland states that signatories will commit to providing the training and infrastructure that accountants need, as well as supporting initiatives and providing the necessary evidence to take action on climate change. In signing the memorandum, Chartered Accountants Ireland recognises that climate change is an economic, social and business risk and that accountants must take action collectively as a profession and individually as professionals working in the public interest. The 14 accounting bodies signed up to the agreement represent a total of 2.5 million accountants and students worldwide. Annual Dinner Finally, this is my first comment section since our Annual Dinner at the end of January. I would like to record my thanks to the 900 guests who supported the event; to our event partners Dublin Airport, Bank of Ireland, PeopleSource and Toyota; to our special guest, Lochlann Quinn FCA; and, most particularly, to the many corporates who supported the event by hosting tables. For me, it was another great demonstration of how Chartered Accountants are at the heart of our economy, driving Irish business. Conall O’Halloran President 

Economic forecasting can be a difficult business, especially when you consider the ‘unknown uncertainties’ the world is currently facing, writes Annette Hughes.  Businesses do not like uncertainty but, at present, that is the prevailing economic theme. An uncertain political situation, ongoing Brexit negotiations and the recent coronavirus outbreak remind us how vulnerable the economy can be to external shocks. Those in the business of economic forecasting understand this vulnerability very well. The purpose of an economic forecast is to measure the impact of ‘known uncertainties’ on future economic performance, but the future is unpredictable and this is further complicated by the ‘unknown uncertainties’ we now face.  Economists, in making their projections for economic growth in 2020, would not have been aware of the coronavirus outbreak until the first reports of a cluster of cases were identified on 31 December 2019 in Wuhan, China. The rapid and continuing escalation of COVID-19 has led economists to revise their economic forecasts downwards, as the initial output contractions in China begin to be felt around the world. It remains unclear what the full effects will be on the movement of people and goods, and economic activity, while the response of policymakers is evolving on a daily basis. Global economy In early March, the OECD reported on the considerable human suffering and major economic disruption that had resulted from COVID-19. OECD global growth in 2020 was revised downwards, by around 0.5 percentage points to 2.4%, from an already weak forecast of 2.9%. The adverse impacts on confidence, financial markets, the travel sector and disruptions to supply chains were all factors contributing to the downward revision. However, without knowledge of the full impact of the virus, the OECD acknowledged that, should the outbreak be more intense and last longer than predicted, global growth could drop to 1.5%. Economists at Oxford Economics believe that the virus will result in Q1 2020 being the first global contraction since Q1 2009, with overall growth of 2% for the year, the slowest pace in the last decade. Irish economy The OECD forecast for economic growth in the euro area was revised downwards by 0.3 percentage points to 0.8% in 2020, although, given that the spread to Europe did not materialise until February, this forecast is likely to be subject to further downside risks.  Ireland has an open economy reliant on international trade and global markets to support economic growth. Ireland and its economy accounts for just 0.4% of global GDP and 0.06% of the world’s population. However, it still remains vulnerable to the impact of the COVID-19 virus.  Economic growth in Ireland will definitely be weaker than projected should the virus spread for an extended period. The main impacts are likely to be felt through supply chain disruptions, travel and tourism restrictions, and reduced mobility (affecting consumer spending and workers staying at home). There have already been reports of delays in the delivery of imported products in the construction sector, according to the Ulster Bank Construction Confidence Index. It has been acknowledged that Ireland will likely follow a pattern seen in other European countries and the Taoiseach’s measures to minimise the spread of COVID-19 could be significant, but much less than the economic and social consequences of acting too late. The flexibility that Irish businesses have demonstrated in dealing with evolving economic, political and social trends are acknowledged in EY’s February 2020 Economic Eye. EY Chief Economist, Neil Gibson, correctly pointed to the coronavirus outbreak as likely to damage global growth in 2020, but as a rapidly evolving situation, it is difficult to predict the full economic impact on the island of Ireland. The closure of many public institutions and private businesses in the Republic of Ireland will no doubt further slow growth across the island, but the sectoral and regional impact will vary greatly. It important to remember, however, that this is first and foremost a human crisis, and we must think about people first. Moving away from GDP numbers, we must look at what business, governments and individuals can do together to help get us get through this incredibly difficult period.  Clearly, these are unprecedented times and taking such developments into account makes economic forecasting a difficult business.   Annette Hughes is a Director at EY-DKM Economic Advisory.

With advice comes responsibility as almost all advice has consequences, writes Des Peelo. As a Chartered Accountant, whether in professional or commercial life, our qualification is relied on by others for knowledge and experience when we provide advice. Advice brings responsibility, as almost all advice has consequences. A course of action undertaken, an investment made, a decision taken, a matter rectified, a risk addressed, and so on. The accountant can sometimes be unaware that somebody has interpreted a comment or course of action as advice. Even responding to a casual enquiry can be an everyday hazard in a complicated and regulatory world. Letter of engagement I, in common with other professional advisers, have experienced clients or circumstances where it is later claimed that advice was wrong or inadequate. Thankfully, none developed into legal claims – though I have acted as an expert witness in many such cases. Common factors in these claims included allegations that the client subsequently raised an issue that was not within the original remit, or did not take the advice, or varied its implementation to suit a different purpose. It may not always be possible in everyday commercial situations, but it is invariably wise to have a clear letter of engagement (LOE) signed as accepted by the client in advance of undertaking the work. The real relevance is that the LOE can avoid any later claim of misunderstanding or ambiguity. The LOE can also state in advance what is to be excluded in the advice, as explained below. Create clarity In my experience, it is increasingly necessary to ensure that the recipient understands what the advice is not, as well as what it is. For example, that it is not legal advice, that it is not tax advice as may arise, or that the advice cannot be taken as reassurance to a third party (such as a bank or fellow investors) as to the standing or validity of the circumstances relating to the advice. The advice is for the recipient alone, and there is no responsibility to third parties. The subsequent written advice to the client may then state: “This advice is provided in accordance with the signed letter of engagement (LOE), dated 1 April 2020. For good order, a copy of the LOE is attached to this letter”. Chinese walls Experience suggests that most professional indemnity claims for negligence arise through allegations of omission. In other words, some aspect was overlooked or understated by the adviser and should have been appropriately addressed. This, of course, enters into the grey area of opinion of which there is little legal definition beyond a simplistic analysis as to what your peer group would have done in the circumstances. In the ordinary course of events, a Chartered Accountant is unlikely to face a conflict of interest in giving advice – although a wary eye is necessary for Ireland’s relatively small business network. Others may, however, experience conflicts of interest in a different way, as explained by a straight-faced story from the rarefied world of high art dealings. In a frank memoir, a retired director of a major auction house in London explained  ‘Chinese walls’ as follows: on one side of the auction house, the potential seller of a painting is reassured as to this being the best time to sell a painting. On the other side, in the same auction house, the potential purchaser is reassured as to the wisdom of investing to future advantage in the same painting. Be brave Good advice is always worth it, but the advice might be unexpected. A senior politician, for example, battered by the vagaries of the world, remarked to me that if you are ‘being an eejit’, the best advice sometimes comes when the adviser tells you so in plain terms. And how much should one charge for all this great advice? A wise PR lady, not entirely tongue-in-cheek, once told me that advice should always be reassuringly expensive. Des Peelo FCA is the author of The Valuation of Businesses and Shares, which is published by Chartered Accountants Ireland and now in its second edition.

Joan Curry, who recently joined the first female majority board of IFAC, discusses her varied career in the public sector. Joan Curry is Head of Finance at the Department of Transport, Tourism & Sport; ex-chair of the Chartered Accountants Ireland Public Sector Interest Group; member of Council at Chartered Accountants Ireland; and a board member of the International Federation of Accountants. Add to that six children and a keen golfing interest, and one could reasonably say that Joan leads a hectic life. In terms of her professional career, Joan had an interest in figures and accountancy from an early age. “I was the eldest of five children, and my mother and father both worked outside the home,” she recalled. “We swam and my father was treasurer of the swimming club. I helped him with the money, so it was a subliminal introduction really.” At school, Joan and three friends were the first pupils of Mercy College in Coolock to do higher-level maths. “It didn’t occur to us that we were trailblazers or anything like that,” she said. We just did what we did. I got an honour in maths in the Leaving Cert, so I suppose I always had a head for figures.” No college fun Joan planned to do a commerce degree in university when fate took a hand. “My brother’s football coach was an accountant and he called to the house one evening and convinced me to become a Chartered Accountant by working for an accountancy firm,” Joan said. “I took that advice and qualified with Smith Lawlor & Co., now JPA Brenson Lawlor in 1988.” Joan completed her training contract and qualified in 1988 when she moved into industry with Nokia with a desire to gain commercial experience. Nokia was a tissue paper manufacturer, and Kittensoft was its major brand. The company was a big player in the Irish retail FMCG scene at that time. As a financial accountant, Joan was responsible for budget and financial management including the preparation of accounts for consolidation into the European group headquarters and, subsequently, for the United States when it became part of the James River and Georgia Pacific corporations. Looking back, Joan reflected: “In practice, you are engaging with clients annually. There is more continuity in industry; you are part of decisions and can see their cause and effect and results.” It wasn’t all work in Nokia, however. Joan made up for the lack of fun at college as she met her husband in Nokia. “I married the site engineer after he left the company,” she said. A wide and varied career Joan has spent the past 18 years in the civil service in several roles that have broadened her capacities. She gained extensive experience in multi-disciplinary environments and brings all of that to bear in her current financial role with the Department of Transport, Tourism & Sport. Joan’s career in the public sector began with a contract role as a project accountant for the Department of Finance, as it implemented the JD Edwards financial management system. This was later extended into a contract of indefinite duration. In 2011, Joan moved to the Department of Public Expenditure & Reform on its formation to work in the Government Accounting unit, the standard-setter for government accounts in Ireland. There, she built relationships with colleagues in both finance and internal audit in each government department. Joan also spent three years as Head of Corporate Services for the National Shared Services Office. A role that Joan particularly enjoyed while working in the Department of Public Expenditure & Reform was a secondment as Secretary to the Public Service Pay Commission. This was a non-financial role, utterly different to anything she had done before, and involved supporting the Commission in its examination of recruitment and retention matters in specific areas of the public service. Joan managed the research, contribution and report-writing phases of the Commission’s work and engaged with the public sector employer, union and other stakeholders in the process. Current role Joan joined the Department of Transport, Tourism and Sport as Head of Finance in August 2019 and her role covers “vote and expenditure management, financial management, risk management, and responsibility for the procurement framework”. The use of the term “vote” serves to highlight the differences between the public sector and private sector accounting practices. This refers to the financial allocation made to a department or public body by the government, which is approved by a vote of the Oireachtas. The differences run deeper than mere terminology, however. The State doesn’t utilise private sector financial reporting standards, nor does it prepare its accounts on an accrual basis. Joan is a firm believer that the State’s move to re-examine this area and consider the use of accrual accounting is the right one. A change in policy here would be consistent with OECD guidance on the matter Joan stressed. Joan reflects that, in contrast to government accounting, local authorities have been engaged in an advanced form of accrual accounting since 2002. They prepare their accounts in accordance with an accounting code of practice, which complies with FRS102 where applicable. The Department of Transport, Tourism and Sport has an oversight role in various bodies under its aegis and at times, Joan’s expertise is called on by departmental colleagues directly involved in the oversight function. “It extends into the transport sector – public transport, roads, local authorities, and then we have the tourism industry and Fáilte Ireland and Tourism Ireland and the breadth of activity they are involved in to attract tourists. It goes right down to sport and grants to local clubs. I didn’t realise the breadth of services involved until I started working in the department.” And unsurprisingly, there is no such thing as a typical workday for Joan. “There is a huge variety on any given day,” she said. “I try to look at it in its different compartments – vote management, financial management, risk management, and procurement. Those are the four key areas I try to interface with every day.” At the time of writing, the COVID-19 pandemic was taking up much of Joan’s time. “We have been engaged in emergency planning and contingency planning and arranging for staff to work remotely and so on. The staff here have been really fantastic,” Joan said.  Joan is also working daily with critical stakeholders on liquidity funding strategies to keep key transport systems and supply chains going – getting people and goods to where they are needed in light of COVID-19. Volunteer work Joan is a Fellow of the Institute and a Member of Council at Chartered Accountants Ireland. She is also a member and former Chair of the Public Sector Interest Group and recently became a member of the International Federation of Accountants (IFAC). Joan describes her initial introduction to the Institute’s Council as the result of ‘a tap on the shoulder’. “I was approached to run for Council and I agreed. It all goes back to networks. I play in the Chartered Accountants Golf Society and have made some great contacts there. Within an hour of seeking nominations, I had ten nominations and I only needed seven.” Joan’s next step came when she was asked to go forward for the IFAC board. “I was nominated by Chartered Accountants Ireland and was short-listed. I went for the interview and was fortunate enough to be invited to join the board. Being there for Ireland is an immense honour, and being able to contribute that public service perspective is also very important to me.” The 23-member board includes 12 males and 13 females. “It’s gender-balanced, and the overall diversity is great,” she said. “I have four girls and two boys, and I have always stressed to them the importance of equality.” Life outside the office In Joan’s view, one of the best things about working in the public service is the scope offered to do other things. “The support I have received over the years has been invaluable,” she said. “I got better at managing my time and learned that I don’t need to be involved in everything that’s going on. I have improved at delegating and saying no. I have also learned that the time you spend on yourself is good for you and your employer. If you’re not feeling good, you won’t perform at your best.” When her children – Aisling, Ciara, Dearbhla, Shane, Sonia and Karl – are not keeping Joan busy with various college, school and extracurricular activities, she can be found on the golf course. “It’s the perfect place for headspace for me,” she concludes. “And a little competition as well!”