Attorneys Clause

The Comet Clause

Written by: David Grau, Esq.



At some point, every buyer and seller has to put Yes, it is possible that a comet will come crash-

ing down on Wall Street and wreak havoc in the mar-

his or her deal on paper, with the help of attorneys. kets, among other things. But do you really need to

have a clause for this in your sales agreement?

When you get to this critical juncture, don’t forget



who’s in charge. Ultimately, that decision is up to you and your

attorney. When buying or selling a financial advisory

practice, the time will come when you need to have the

The lawyer looked over the top of his reading deal documents reviewed or prepared by an attorney.

glasses across the table at his client, a young man who That means the other side has to get an attorney, too.

was about to buy a financial advisory practice.“Well,” he During this period of the acquisition process, both buy-

said, “you seem to know what you’re doing, the down er and seller should have a common goal: obtain good,

payment is reasonable, you don’t have to pay the full practical legal advice in an established time frame at

price unless the clients transfer and stay with you. That a reasonable cost. It’s harder than most people realize.

all looks good, but what if….” And therein lies the di- Here’s some insight on how to get the legal help you

lemma. There is no end to the “what if” scenarios and need at a price you can afford.

their ability to destroy or terminably delay a deal.





56 57

“If all the legal “what ifs” came true or were

even plausible, no business would ever be con- other legal matter), the goal should be to obtain good

advice in a reasonable time frame at a reasonable cost.

ducted outside of a courthouse. ” To do that, you have to take control of the situation, just

like you tell your clients to do. So how do you get what

you want from the legal world with no surprises? Here

Attorneys generally come in two basic vari- are five time-tested rules to guide your legal forays:

eties – the Pit Bull and the Golden Retriever. The Pit

Bull will protect you from potential risks and treat the 1) Work with an experienced merger and

other side with a healthy dose of skepticism bordering acquisitions attorney. Just ask your attorney, “How

on outright hostility. Sometimes they bite just for the long have you been practicing law and how long in

sheer joy of it. A Golden Retriever, on the other hand, this field?” An attorney really needs at least ten years

finds a way to please you and get you what you want. of practice in one field to be considered experienced.

This variety will leap over small hurdles for you, swim Don’t pay for someone else’s education; that’s what

through rapid currents, and get around barriers to help your kids are for. Be wary of indirect answers - associ-

you reach your goal. No matter how difficult the deal, ates that say that the partner they work for has been

you always get a smile. In the world of attorneys, one practicing for twenty years and that they work togeth-

is no better than the other. Too much Pit Bull and no er, really means the person you’re talking to isn’t an

deal will survive to the finish. You’ll waste a lot of time expert at anything.

and money. Too much Retriever and legitimate risks

get overlooked. 2) Do not call the state bar association for a

referral – they will just refer the next person in line.

I used to be a practicing attorney and did a lot Most attorneys pay to get in that line. In most states,

of merger and acquisitions work with RIA practices. I quality has nothing to do with the state bar referral

sold my law practice when Business Transitions came process. Select a lawyer like you’d select a doctor: Ask

along, but I now spend more time dealing with attor- friends and peers for a referral. The first time you have

neys than when law was my career. In every deal we two or three peers refer the same person, that’s the

do, we require the buyer and the seller to speak to their one you’re looking for. Until you get to that point, you

attorneys and CPAs about their form contracts. As a haven’t looked enough.

result, I work with, or observe the work of, hundreds

of attorneys every year. The methods shared in this 3) Experienced attorneys familiar with

column for working with an attorney come not only merger and acquisition work who know something

from a first-hand understanding of how attorneys work about SEC/NASD and securities regulations don’t

and bill for their services, but also from a businessman come cheap. Pay them their fee and pay it on time.

working with independent financial advisors who want Yes, expensive can still be reasonable, if it’s good, but

only to successfully buy or sell a practice. see Rule No. 4.



The first thing to understand is that most attor- 4) Be clear about how much billable time

neys don’t think like businesspeople and, unless their you want your attorney to spend on your deal. Prob-

name is on the letterhead, have never started up or lems have a funny way of expanding to fit the time al-

run their own business before. And that’s OK. An inde- lowed. Most of the competent attorneys we see are

pendent businessperson sees an opportunity, weighs able to do a great job from start to finish in four to six

the costs and risks, makes a decision, and moves for- weeks. A review of form contracts should take less than

ward or not. It’s called risk management. Attorneys are one week. The longer it takes (we’ve seen high-caliber

about risk avoidance, or preferably, elimination of risk law firms take three to four months just to draft a non-

altogether. That’s their job. Their goal is different than binding letter of intent), the more money you lose, not

yours. See Rule No. 5 below. only to the attorney, but also from the acquired income

streams staying in the seller’s hands.

When asking an attorney for help on your sale

or acquisition (or even on an estate planning issue or







58 59

The Comet Clause







5) Separate the business decisions from the In all fairness, attorneys are very smart people

legal decisions. You will pay a fair amount of money and they are aggressive. That’s one reason why they’re

for good legal advice, but what you do with it is up to attorneys. When you need one, he or she is your best







Due Diligence

you. Make your own business decisions, taking into ac- friend. Conventional wisdom has it that if you’re in a

count the benefits, risks, and legal issues. Your attorney tough deal, or treading into dangerous territory, you

doesn’t know your business. Attorneys are schooled want a smart, aggressive lawyer on your side. I don’t

to think that the legal issues are the paramount issues. agree when it comes to financial advisory practices, or

I agree that they can be, but most of the time they most service-based practices for that matter. If you’re

aren’t. If all the legal “what ifs” came true or were even buying or selling a financial advisory practice in which

plausible, no business would ever be conducted out- you have to keep working with the other side for a

side of a courthouse. time after closing, you shouldn’t have to fight your

way through a tough, dangerous deal. Pass on it. There

Understand the basics of what you are asking will be others.

your attorney to do. In most cases, you will need the

following documents to complete your deal: a) an as- The good news is that the most important ele-

set purchase agreement; b) a non-competition/ non- ment in these deals doesn’t involve the documents or

solicitation agreement; c) a consulting agreement (for the attorneys, or even the buyer or the seller. In these

the post-closing phase); d) a promissory note; e) a bill

of sale; and f ) a personal guaranty (if the buyer is an

deals, the clients being transferred are going to sit like

a judge and jury for the next three to five years (how-

Due diligence is more than just a part of the process

entity or LLC). That’s it. The same documents are used ever long the payoff period runs).They don’t care about of buying or selling a financial advisory practice; it

virtually every time and, in most cases, only the names what the deal documents look like, the size of the down

and numbers change. payment, or the amount of collateral the buyer put up. can be the most important thing you do before sign-

As you and your attorney work your way through the

deal documents, never lose sight of this point. ing on the dotted line.

It is hard to say how much things should cost,

since an attorney in Evansville, Indiana will charge a

much lower rate than an attorney in San Francisco If you’ve ever woken up in a cold sweat at 3:00 Due diligence is the process of acquiring ob-

for the same document and caliber of work. However, a.m. after a bad day at work and wondered why you jective and reliable information, generally on a person

here are some time guidelines. A letter of intent should are self-employed, you’re not alone. In the dark of the or company prior to an acquisition or sale. It is about

take about one to three hours to draft (remember, it’s night, a lot of problems and threats can creep into the finding those “red flags” that exist in everyone’s prac-

non-binding in most respects anyway); a non-compete imagination and truly look like nightmares. But with tice. Due diligence is the name we give to the function

agreement should take about the same time (there the light of day and some rational thought, these prob- of kicking the tires and looking under the hood.

isn’t much difference from one agreement to another); lems have a funny way of working themselves out. It’s

and an asset purchase agreement should take about kind of like that with attorneys, except most are stuck The purpose of due diligence is to help the

six to ten hours to create a customized draft. on the 3:00 a.m. “what if” way of thinking and they buyer determine the benefits and liabilities of a prac-

never actually get to see problems work themselves tice for sale by inquiring into all relevant aspects

Understand what “customized” really means in out – you only call a lawyer when the problem doesn’t of the past, present, and predictable future of the

terms of document drafting in the legal community. work itself out. business. Due diligence helps a buyer, and even the

Experienced attorneys rarely, if ever, create transaction seller, decide whether they want to go forward with

documents from scratch, and certainly not those listed Business comes with risks.You get paid for run- the transaction or whether they want to renegotiate

above. Asset purchase agreements, non-competition ning a business and sorting out what is a real risk and the price and terms of the deal based on the results process, a buyer’s job is to find the problems and deal

agreements, and so on have been used many, many what is not. If you run your own business, I’m not tell- of the review. with them, either by planning ahead or by adjusting

times before you asked for one. They are, in fact, form ing you anything you don’t know. If you haven’t bought the price and terms to offset the perceived risk. Below,

contracts that are typically handed off to a junior as- or sold a financial advisory practice before, you should First, let’s correct a few myths and misconcep- we’ll list some of the key issues to watch out for.

sociate who fills in your deal’s specifics. The partner know that it comes with risks too. Work with a profes- tions about the process. Due diligence is not about

(hopefully your lawyer!) goes over this rough draft and sional, every time, but remember who’s in charge.That’s finding a reason to abandon the acquisition or sale. Most people incorrectly think due diligence

adds his or her knowledge or experiences to the draft how to push a business over the top. People are often afraid that finding problems will kill is the process a buyer conducts on a seller before

to the extent that such aren’t already included in the the deal. That’s wrong. Finding problems is common an acquisition. In the sale of financial advisory prac-

form documents (that were likely used yesterday and * * * * * – certainly your practice has its problems and chal- tices below $150 million AUM (or a sales price of less

the day before that in a busy law firm). lenges, and so does everyone else’s. During the review than $3 million), sellers tend to provide a significant







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Due Diligence Due Diligence







part of the financing process is completed Typically, a seller’s clients are never contact- creates a situation where due diligence must be razor

(bank financing at before the written of- ed by the buyer during the due diligence review pro- sharp, with extra time invested.

this level is still hard fer is made, and this cess. The one exception is when the seller has a large

to come by). As a re- can involve as many concentration of assets with one client or one group Due diligence is usually performed by the par-

sult, sellers also need as 5 or 6 potential of clients. In such a case, the buyer may be allowed ticipants in the transaction themselves – the buyer and

to conduct due dili- buyers. The num- to meet this special client(s) as a final step in the due the seller, and sometimes their staff. For the most part,

gence on the buyer, ber of buyers quickly diligence process. Alternatively, some sellers choose registered reps and investment advisors are trained to

to whom they will be drops when an offer to build in a contingency to the purchase agreement evaluate risk and spot problems on the horizon. Just

“lending” money un- and a backup offer rather than introduce a very large or lucrative client to do what you do. In most practice acquisitions, buyers

til the practice is paid is accepted. Most of- more than one prospective suitor before the transac- acquire a client base and income stream very similar

in full. In this column, fers, or letters of in- tion is completed. to their own. One of the points of due diligence is to

we’ll examine both tent, involve an ear- determine just how closely aligned the investment

perspectives. nest money deposit. In a practice that sells for less than $200,000, strategies and administrative functions really are. The

The refundability of most buyers spend about 1 or 2 full days in the seller’s buyer should see things that he or she is very familiar

Due dili- this deposit is tied to office after reviewing materials in advance. In acquisi- with and does every day.

gence begins from a limited and specific tions of around $1 million (sales price), a buyer or team

the very first contact due diligence period of buyers may spend 5 to 7 days in the seller’s office. Here are some basic items that you always

between buyer and of 15 to 30 days. Only If you are a buyer who is not familiar with the practice buyer:

want to review as a buyer

seller – the first hand- one or two buyers at you’re reviewing, obviously more time is needed. If you

shake, the first voice a time, those with an are offering a large down payment or taking more risk  Seller’s tax returns – at least three years

over the telephone, accepted offer and than you are comfortable with, continue the review

the first typo, the first earnest money de- process until you are fully satisfied.  Detailed financial statements showing income

slip of the tongue; it posit, should be al- and expenses

all counts. Due dili- lowed to conduct on- Solid preparation and organization by the sell-

gence involves not site due diligence in er can greatly reduce the amount of on-site review, as  Third-party verification of cash flow (such as from

only checking files, the seller’s office. well as enhance a favorable and positive perspective a BD or custodian)

facts, and figures, but of the seller’s practice. Both sides should start with a

also listening and Once due dil- good checklist (we’ll give you a free copy for the ask-  Regulatory history including the IAPD and NASD

on-line databases

observing the other

party during the process. “If the buyer is somewhere close to the igence begins, it con-

tinues to the moment of

ing). Sellers should prepare 3 or 4 sets of all due dili-

gence materials to be furnished to a prospective buy-

It starts before you real- closing. Whether you are a er. Preparation not only shortens the amount of time  Any liabilities you choose to acquire (office lease,

ize it, and it can be over seller in size, it doesn’t have to be a deal buyer or a seller, be aware a buyer spends on due diligence, but also can reduce for example)

just as quickly if you’re that you are always on au- the amount of due diligence if it causes the buyer to

not prepared and think- killer that they got there by going down a dition – every word, every  Sample client file and computer records for this

feel comfortable and confident that the seller is on

ing about it. action, every business let- client

top of things.

different path than the sellers. There are ter, every single e-mail mat-

 Client demographics

The first step is ters until the transaction is The amount of time spent on the review pro-

to sign a confidentiality many ways to get the

agreement. We have ex-

job done. ” completed. cess also depends in large part on what is being bought  Advertising records, referral sources

– stock or assets. Most advisory practices involve the

perienced few problems We h a v e s e e n sale of assets, not liabilities, and at terms of approxi-  Seller’s business bank statements

with the honesty and in- many buyers rejected be- mately 30% down with the balance contingent on

tegrity of buyers in the due diligence process, but it cause they did not take the time to spell-check their success. If you’re a buyer in the process of acquiring  Complaint file and closed accounts

only takes one. Most transactions have a buyer signing letters or e-mails. Sellers always ask themselves, “if a a practice similar to your own, you will likely perceive

a seller’s form confidentiality agreement, but there is buyer presents himself or herself this way to me, what this as a lower-risk situation, and the due diligence In contrast, sellers tend to focus on whether a

no reason that the process should not be reciprocal. will my clients think when they do it later on?” Use sal- process can be fairly forgiving. Contrast this to an all- buyer has the skill, experience, motivation, and integrity

utations and punctuation in all communications. With cash sale or a stock acquisition. When you buy stock, a that it will take for them to succeed in transferring and

Due diligence typically occurs both before and today’s technology, there is no excuse for sloppiness relatively rare event in acquisitions of under $2 million retaining the acquired clients. But keep one thing in

after a letter of intent is signed by a buyer and accept- or spelling mistakes, and with 30 or more buyers from (sales price), you acquire the history of the company mind. If you’re in your sixties, don’t expect your buyer

ed by the seller. About one-fourth of the due diligence which to choose, sellers move on quickly. you’re buying, including contracts and liabilities. This to match up to you in terms of experience – it won’t







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Due Diligence









Practice Continuity

happen. Give full credit to the buyer’s past success in able. A good place to start is the NASD’s web site. Go to

business and his or her education. If the buyer is close www.nasd.com and then to the “Investor Information”

to the seller in size, it doesn’t have to be a deal killer that tab. Under this tab you will find a wealth of informa-

they got there by going down a different path than the tion access points. Start with the column labeled “In-

seller. There are many ways to get the job done. vestor Services.” Once on the “Investor Services” page,

you will be able to click on the link “Check Out Brokers







Agreements

Sellers should ask to speak to the buyer’s cli- and Advisers” where you can discover registration and

ents, especially those who have been with the buyer for other background information on investment profes-

more than 5 years. They can tell you from experience sionals and firms.

why their loyalty was earned. As a seller, you’ll learn

far more about the integrity of your buyer by looking The Investment Adviser Public Disclosure

through the eyes of their clients than from the buyer’s (IAPD) web site, which can be accessed through the

resumé or number of acronyms following their name. NASD’s web site, allows you to search for information

Even if the buyer offers a full-cash deal – investigate about Investment Adviser firms regulated by and elec-

your buyer. Your clients deserve it. tronically registered with the Securities and Exchange

Commission (SEC) or state regulators. A personal dis-

Here are some basic items that you always cussion with the State regulators where the individual

want to consider as a seller: or firm is based is recommended as well.

Advisors make a living by helping their clients For advisory firms with more than one owner,

 Buyer’s tax returns – at least three years a buy-sell agreement details how ownership trans-

Remember that avoiding risk isn’t the goal; plan for life’s uncertainties. One of the uncertainties fers if an owner dies, retires, or becomes disabled. It is

verifying the seller’s representations, confirming the

 Buyer’s credit history an agreement between partners of a partnership, or

cash flow, and finding the problems are what due dili- your clients should not have to worry about is who

between shareholders and their corporation, where-

gence is all about. Don’t get caught up in looking for

 The last three monthly bank statements

any one big problem to make or break the deal. An takes over for their advisor in the event of death or by the parties agree to the terms and conditions of a

future sale of the partner’s or shareholder’s interest. It

accumulation of smaller problems is more likely. Once

 References, especially buyer’s clients in the age incapacity. also addresses what happens if an owner divorces or

range of seller’s clients the facts are known and you’re comfortable with the

wishes to sell his or her interest in the business. A good

other party, adjustments can be made to the deal terms

buy-sell agreement limits whom the business can be

 Buyer’s career resume for anything that is different than expected. If you were to make a list of “life’s uncertainties,”

sold to, so that remaining co-owners are not suddenly

it would likely include a host of things that none of us

in business with an unsuitable new owner. It also en-

 Detailed financial statements showing income Due diligence should be a straightforward would have thought of even 10 years ago. Today, we

sures that sellers or their beneficiaries get a fair price

and expenses exercise, since most financial advisory practices have have to include things like buildings blowing up, car

for their interests.

many similarities, and buyers tend to be mirror-images bombs, shoe bombs, and people next door with AK-

 Regulatory history including the IAPD and NASD of the sellers in terms of personality, business model, 47 rifles. The more certain things, like death and taxes,

For advisory firms with only one owner, a prac-

on-line databases and investment philosophy. almost seem like the good old days.

tice continuity agreement is the sole practitioner’s

 Insurability in the event the seller financing is over equivalent of a buy-sell agreement. A continuity agree-

The acquisition of a financial advisory prac- If you have a partner or you are one of sever-

$200,000 ment provides that in the event of an owner’s incapac-

tice, or the sale of such a practice, depending on your al principals in your advisory firm, you probably have,

ity, death, or retirement, another advisor or advisory

point of view, is very much about what happens after or are considering, a buy-sell agreement. That’s smart

If the buyer is a much larger company than firm will step in and run the distressed practice during

the transaction is completed. The point of due dili- business planning – more on this below. If you are a

your own, your evaluation may be quick and easy. Such the period of incapacity, or, in the event of death, con-

gence is that both buyer and seller are betting on the sole practitioner, you probably do not have, and have

companies tend to offer high down payments and au- duct an orderly sale, or possibly acquire the practice for

future, in the hands of someone else. They are gam- not given serious consideration to, a practice conti-

dited financial returns. While it is always flattering to themselves. A continuity agreement typically provides

bling that they are replaceable, or can replace some- nuity agreement. We have now worked with thou-

sell to an “up-and-coming” financial planner whom you for a means of determining the fair market value of the

one very much their senior, and often betting a small sands of sellers and buyers, and less than 1% of the

can mentor, set the ego aside and always try to sell to seller’s business and, in certain instances, to provide the

fortune. Good due diligence brings the gamble closer people we speak to have a written, practice continu-

someone who is bigger and better than you are. In funds necessary to carry the purchase.

to a certainty. It’s just a matter of knowing the rules ation plan. Why don’t more sole practitioners have a

these days of seller financing, such a course of action and following them. continuity plan?

will reduce your long-term risk. The important difference between a buy-sell

agreement and a continuity agreement, at least in the

* * * * * Let’s begin with a clear understanding of what

One of the few advantages of being highly reg- case of a financial advisory practice, is that in the first

these agreements are, and who they serve.

ulated is the large amount of public information avail- instance, the sale is to an insider who is usually involved







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Practice Continuity Agreements Practice Continuity Agreements







in the business on a daily basis. In the latter instance,  Provide for the sale of seller’s business in the event what planning for the future of their businesses actu- In concept, a practice continuity agreement

the sale or continuation services are provided by an of seller’s death, retirement, or disability ally looks like. makes all the sense in the world. It is about planning for

outsider who probably has little day-to-day working the future and the uncertainties that create the impe-

 Provide a formula for determining the fair market So why do so few practitioners have practice

knowledge of the client base he or she is going to take tus for advisory clients to utilize professional advisors

value of the seller’s business continuity agreements? Here are the practical chal-

over, and take responsibility and liability for. in the first place. Continuity agreements embody the

 Establish the compensation to the continuity pro- lenges that require you to fill in the blanks, or devel- basic elements of preparedness and risk diversification

op a high level of tolerance. Let’s say, for instance, that that are the foundations of sound investment advice.

Conventional wisdom has it that continuity vider during seller’s period of disability

you are in a car accident, in a coma for six months and

agreements are for the clients’ protection, and are used

 Provide for appropriate non-competition and unable to work at all for a total of twelve months. Your

to ensure that the clients’ needs will be addressed in continuity provider needs to be able to step in with

* * * * *

non-solicitation protections for both buyer and

an orderly fashion on a temporary or permanent ba- just a few days notice and do your job, in addition to

seller, and

sis. Clearly the clients’ needs form the foundation for their own. This means that they will be meeting with

the use of such an arrangement. But there is far more  Contain indemnification and hold-harmless pro- your clients and answering their questions, taking on

to it than that, and these closely related issues help tections for an incoming, unprepared buyer the responsibilities and liabilities of giving the proper

us to understand why the vast majority of sole prac- financial advice, and not losing your clients; they will

titioners have not yet embraced the use of continuity The seller should provide a manual with a need to operate your bank accounts and write checks

agreements. complete set of operating documents, including a list to pay the rent and keep the lights on; they will need to

of the types of services offered, key employees and get to know your clients well, and vice versa, and then

For the sole practitioner, a practice continuity their salaries, payroll processing information, location step out gracefully, and completely, when you return

agreement is, in effect, a succession plan with a care- to work. Now that is indeed a friend. But friend or not,

of accounting records, bank account information, con-

fully chosen friend or colleague who is contractually they need to be compensated and you need to be as-

tracts and lease agreements, a client list, including key

sured that they won’t take your clients, or that your cli-

made an “insider.” This is as close as most sole practi- contacts, services provided, and important deadlines, ents won’t decide they prefer your replacement.

tioners are likely to get to actually having a legitimate procedures used to monitor work in progress (so the

succession plan. (This differs from a transition plan, standby firm can easily determine the status of un- We’ve heard from some folks that the disabil-

which involves a sale on the open market to the best completed work), location of work papers, description ity mechanism is too hard to successfully implement,

qualified advisor/buyer.) Although there may be a few of the filing system, and a complete guide to the of- and that continuity agreements should be limited to

instances where a practitioner has advance warning of fice procedures. The staff should also get to know the permanent disability and death. That certainly makes

the disabling event (a scheduled major surgery, for ex- continuity provider(s), since ultimately the provider things easier, but it also dilutes the purpose of a conti-

ample), the real purpose of a continuity agreement is will be the new boss. nuity agreement. It may, however, be enough to satisfy

for unplanned, unanticipated catastrophic events. And your clients that you have taken some steps to protect

that’s why continuity agreements are so essential and Don’t forget about including your employees’ their interests if you’re not around. It certainly is worth

so hard to work with. thoughts and participation in the development and considering as a workable alternative.

implementation of the continuity plan. From the cli-

There are two main types of continuation ents’ perspective, the assistance of the disabled or de- Finally, you need to keep your continuity

agreements: The one-to-one agreement, undertaken ceased advisor’s staff during and after the transition agreement up to date. Calendar an annual meeting

with another advisory practice (such an agreement phase can make or break the entire process. If you have with your continuity provider to discuss the plan and

may or may not be reciprocal); and the group agree- a licensed staff member, they may be the best continu- the steps needed to successfully implement it. Prac-

ment, under which several different advisors may act as ity provider you could hope to find, especially if what tices evolve and change, and the provider of continu-

successors to each other’s firms, and clients are given you need is a temporary fill-in rather than someone to ity services in the early years of a practice may not be

the choice of several surviving firms to choose from. buy and operate the practice. a good fit in the middle to later years. It also helps to

have the continuity provider be a larger firm with a

A practice continuity agreement should pro- A continuity agreement, like a buy-sell agree- qualified staff. If services are needed in short order, as

vide for these basic elements: ment, has significant repercussions. A spouse and/or is usually the case with these agreements, it is virtually

heirs as well as estate executors should be made aware impossible for one person to address the needs of, say,

 Define the triggering events (death, disability, re- of this agreement. It is also a good idea for the advi- 150 to 200 clients in the first month after the disabil-

tirement) sor to inform his or her clients, to be sure it is accept- ity or death. A qualified staff can get the job done and

able to them. The circumstances under which such an foster an open line of communication at a time when

 Provide for the continuation of the seller’s business it is most needed.

agreement will actually be implemented are always

with assistance from buyer in the event of seller’s

difficult, so having well-informed and supportive cli-

temporary disability

ents is essential. This is a chance to show your clients







66 67