Transeo E-newsletter # 2
IN THIS ISSUE
« Did you know that »
TECHNICAL ARTICLE | Main conclusions European Commission study « BUSINESS DYNAMICS: START-UPS, BUSINESS TRANSFERS AND BANKRUPTCY »
The European Commission conducted this study to analyze the economic impact of legal and administrative procedures for licensing, business transfers and bankruptcy on entrepreneurship in Europe. The study encompasses the 27 EU member states plus Croatia, Turkey, Iceland, Norway, Serbia and Montenegro. For the business transfer focus area, the study analyses to what extent the recommendations included in the 1994 Commission Recommendation to improve transfers of business have been implemented and which are the main obstacles still remaining to successful business transfers.
1. Approximately 450.000 firms with 2 million employees are being transferred each year across Europe. The study estimated that every year, there is a risk of losing approximately 150.000 firms and 600.000 jobs due to inefficiencies in the business transfers system.
2. The smallest businesses are the most vulnerable to failed transfers. Other factors of vulnerability are the legal status of a company (sole proprietorships are the most vulnerable) as well as its age (companies less than three years old are very vulnerable).
Following the Transeo « deal-breakers » study, we thought it might be interesting to underline the factors that make SMEs more vulnerable to transfer failures, identified in the Business Dynamics study :
- Firm size : micro firms highly exposed to transfer failure – medium-sized firms not vulnerable in case of transfer
- Industrial sector : not a great impact - Construction, Hotel & Restaurants and Trade are the most vulnerable sectors to transfer failures
- Financial indicators : profitability vs. price is not a problem – debt vs. equity has a significant role – transfer price considered as high if more than 10 times average annual profitability – debt considered as high if more than two times the equity
- Legal status : legal status has an important impact – sole proprietorship firms are more vulnerable
- Age of firm : companies less than three years old are very vulnerable in case of transfer to third parties/ family members
- Type of buyers : no real impact on vulnerability - Transfers to another business or to members of the family rather than to employees or individual buyers are slightly more favourable.
As you can see in the graph, the top factors making SMEs more vulnerable to transfer failure are the financial indicators (high level of firm’s debt), the age of the firm (less than 3 years), the size of the firm (micro-firms) and the legal form (sole proprietorship).
To draw a parallel with the Transeo « deal-breakers study » (analyzing the main obstacles in business transfers in the countries members of the association), the main deal-breakers that were identified by Transeo were the following:
- Disagreement on price between the acquirer and the seller is undeniably the ultimate deal breaking factor. However, price rather than the cause of divergent perceptions, reflecting risk, surroundings and prospects.
- All the deal breakers identified beforehand have been considered significant by the interviewed experts. most of the deal breakers observed are common to the scrutinised markets, only their intensity may vary in some case.
- However their average intensity varies. Across the twelve countries under study, the role of the banks (restricting loans provided to the acquirers), the complex regulations (diminishing the market attractiveness) and the culture of secrecy spread amongst most of the small enterprise owners are perceived as being the most important obstacles to deal making.
The full deal-breakers study is exclusively available to Transeo Members but you have access to the Executive Summary.
Other conclusions of the Business Dynamics study include :
3. A transfer-friendly regulatory framework is under development in some European countries, yet awareness of the entrepreneurial community and stakeholders (professional associations, legal firms and consultants to entrepreneurs) is still low.
4. Systematic monitoring of business transfers activity is lacking.
5. The lack of reliable descriptive (what has already happened) and predictive (what is anticipated to happen) data on business transfers results in a lack of support for governments to produce and implement specific policies to facilitate business transfers.
6. Support is needed for business transfers and creation of awareness.
For more details, please consult the study (pp 89-113).
INTERVIEW 1 | « State of the art of business transfer academic research and the Transeo Academic Awards », Transeo Member Didier Van Caillie, Professor, Director of the CEPE, Centre d'Etude de la Performance des Entreprises (CEPE), University of Liège (Belgium)
- Pr Van Caillie, could you provide a state of the art of academic research about business transfer in Europe (and beyond: Canada, …)? Is it a popular topic among academics around the world? Are there topics that are more often tackled in academic research than others?
Scientific research about business transfer is generally considered as a part of the research on businesses or SMEs transmission. This is especially focused on the transmission process in family businesses, on the interaction between sellers and buyers and on the integration of the new entrepreneur into a transferred SME. It has been considered as a significant part of any scientific international congress about SME, strategy or accounting since 15 years, most of the significant conferences having integrated regularly this topic as a specific research theme. However, only one exclusively academic conference may be considered as focused on business transfer (the Georges Doriot Conferences). Simultaneously, while about 10 interesting working papers linked to business transfers are presented every year in international conferences, only few of them are published in high ranked scientific journals, due generally to the fact they are too often specific to a very limited geographical or contextual situation.
- According to you, what could academics bring to the business transfer market? What could be their ideal role? And within Transeo association more specifically, what is the added value of having academics collaborating with public and private experts?
Academics and scientific or doctoral researchers dealing with the different aspects of business transfers are logically tied to a rigorous approach of their research, having to combine both the requirements implied by a pro-forma research suitable for publication in a referred journal and by the requirements of a significant managerial impact implied by their focus on a true management problem. They must thus bring a significant rigor into the research dedicated to business transfer and simultaneously ensure that this research does not remain purely theoretical and is not excessively focused on small groups or subsamples of transactions or on local cases only. In the Transeo context, academics find an excellent context in which they may build up an efficient network of current experts from many countries, cultures and industries, all of them having acquired a significant experience in the different phases of a business transfer : this allows them to elaborate effective designs of research that really incorporate the real life of our European contexts.
- What is, according to you, the most challenging aspect in business transfers? Are there research dedicated to such aspect?
Business transfers are currently faced with two challenges : how to find entrepreneurs having a profile (experience, know-how and financial resources) really adapted to the strong requirements of companies searching for being transmitted (and this implies both to use powerful practical tools to clearly identify which are the strengths and the weaknesses of companies going to be transferred and to have a real insight into their respective industrial context) and how are we able to leverage these M&A operations by combining efficiently and harmoniously both private and public financial institutions, so that the important financial risk inherent to these transactions be reasonably shared between all these stakeholders. Research is currently essentially dealing with the first aspect, the most easy to integrate and to deal with for young researchers. The second aspect is far more controversial, because it has not only an economic and financial dimension but also a political one.
- The Transeo Academic Awards will reward the best academic papers dedicated to business transfer. Could you explain how it works?
This first Transeo Academic Awards is a very original initiative that aims to promote research about business transfers in all its very different aspects. It intends to gather excellent research in the fields of strategy, entrepreneurship, accounting, finance, human resources management, innovation, public economy and psychology or social sciences (so, a clear global approach of a common research theme and object, i.e. business transfer). It intends also to highlight both the intrinsic scientific quality of this research and its consequences or impacts for practitioners in this field. We wish to promote regularly both short works (scientific papers and working papers in high ranked journals or conferences) and more global and developed works (PhD thesis, master thesis, original unpublished researches, …), putting so the emphasis alternatively on the high-quality published literature focused on business transfer and on the so-called gray literature in this specific field of research. Simultaneously, this Transeo Academic Award creates an opportunity to gather all researchers concerned by this topic and to initiate a significant event during which they may meet interesting practitioners involved in the operational aspects of business transfers.
- Have you achieved research work about business transfer? And what are you currently working on?
The research center that I have created 15 years ago (the “Center for Research on Corporate Performance”, located at HEC School of Management, University of Liège) has been implied in a dozen projects linked to business transfers. Initially, we have essentially worked around the identification of the key success factors emerging along the global transfer process, focusing our research essentially on the entrepreneurs involved in the process (Who is the leaving entrepreneur ? How to identify his/her values, objectives and specific skills and how to ensure they are correctly transferred to the subsequent entrepreneurs ?). Since 5 years, we have been working on the elaboration of diagnosis tools, in cooperation notably with Sowaccess. These tools are built-up in an open source perspective, being usable by any people involved in a business transfer process : they allow essentially to identify the strategic and operational strengths and weaknesses of companies that are about to be transferred and their consequences on the profile and the characteristics (in terms of human, tangible, intangible and financial resources) that are required from the entrepreneur or the group of entrepreneurs that are searched for maximizing the probability of success for the business transfer.
INTERVIEW 2 | Advisory services in business transfer – results from an academic research by Pr Lex Van Teeffelen, Transeo Member
- Pr van Teeffelen, you have recently conducted an academic research dedicated to advisory services in business transfers. Could you briefly explain why you launched such a research?
The appeal for support for buyers and sellers in business transfer is widely shared. Where most people rely on a real estate agent for buying and selling a house, a relative simple economic transaction, small firm owners need to be expert on organizational, financial, tax, law and emotional issues. The use of advisors is expected to alleviate the burden placed upon entrepreneurs, since they bring in specific knowledge and experience on SME business transfers but unfortunately, available research reports indicate that throughout the EU the market fails to provide adequate paid services and support for very small companies. There is reason to believe that the dominant advisory model does not work in small firms, because it is too costly: the one-to-one relationship between the advisor and the entrepreneur. Group learning programs, which are provided by universities and business schools, are quite uncommon methods for accountants, business brokers and bankers. Group programs will largely reduce costs for entrepreneurs, without harming or even increasing the revenues of advisors.
- What were the main conclusions about advisory services?
Available studies lack information on the qualifications and the level of experience of the advisors. Anybody may call himself business broker or financial expert. Secondly, studies lack information on the phases the advisors were active. Entrepreneurs tend to involve too late a lawyer or the banker. Thirdly it could be that the buyers didn’t listen to sound advices given by advisors. Studies don’t control for this issue. Another explanation for detrimental effects is that we find that 2-3 advisors are involved in business transfers and collaboration between them is not always optimal. So there is a lack of a one-stop shop for entrepreneurs. Future research could look into all these issues.
- Could you mention a few good practices you observed in advisory services?
In the Belgium region of East Flanders there is provision for ownership transfer programs at low cost through the BEBEO-project, organizing eight meetings and individual support. An extensive program of ten meetings and coaching, mainly implemented in France, Italy, Spain and Romania for firm acquirers was also a good practice. One should be careful though with these lengthy and intensive programs, since evaluations show a low degree of participation for these programs. The explanation for the low participation is quite straightforward: most entrepreneurs have to run their business also.
- What would be your main recommendations to improve the business transfer advisory sector in Europe and make the market more professional?
Let’s find out together. I strongly believe in co-creation and no single party has the answer to all issues.
Transeo gathers 34 members from 13 countries !
Kozminski University (Warsaw, Poland) recently joined the association. The list and profiles of members are available here.
In 2012, Transeo will develop contacts with media...
In 2012, Transeo will develop contacts with media in European countries, which are consulted by business transfer experts. If you have specific contacts with such media in your country, please contact firstname.lastname@example.org !
M&A Conference in Dresden, Germany
Transeo took part in the 7th M&A International Lawyer Conference in Dresden from 21st to 23rd October. Here are the main conclusions…
From 21st to 23rd October 2011 opportunity was given to Transeo to take part in the 7th M&A International Lawyer Conference in Dresden. For this seventh event, RWP Wassermann & Partners, a lawyer office in Düsseldorf, invited attendees in the beautiful baroque city of Dresden with his Elbe Valley, both recognized on the UNESCO world heritage list.
This year’s conference was focused in particular on the responsibility and liability of management and advisors in M&A transactions. During two days, a large number of high-quality speakers from M&A lawyers offices from all over Europe presented and discussed about the state of the art in M&A deals. The objective of the 70 participants was to share experiences from different jurisdictions and to find out what they can learn from colleagues in avoiding liability of advisors and management involved in a transaction. The legal and financial particularities in M&A deals, especially in new countries on the M&A market, like Poland and the Baltic states, were presented. Other speakers presented some case studies with the common thematic “What happens when international deals go wrong?” and gave the audience their lessons for lawyers assisting dealmakers. This event was also a good opportunity to compare legal view between common law and civil law in M&A discipline.
As agreed with Dr Lachmann from RWP Wassermann &Partner and with the active and effective collaboration of Dr. Hartmut Schneider, German Transeo Member, Transeo could present its objectives and actions to the participants and give the vision of the particular view of SME transfer in M&A market. This presentation received a good welcome and some good interest for future collaborations and possible memberships. A lot of questions were asked and good feedbacks about Transeo were received: proof that SME transfer can also be an issue for big M&A lawyer offices. Transeo took the opportunity to meet several local experts in SME Transfer. Meetings with an academic working on a semi-public awareness organization, a lawyer and the visit of a matching platform gave us an interesting view of the entrepreneurship landscape in Saxony. The most companies were created just after the German reunification. Twenty years after is time for the first generation of entrepreneurs to retire and sell their company. Thus the formal Eastern Germany is now confronted with a large wave of selling businesses and needs tools to manage it. For example, the association “Dresden Exists” is building a complete network of partners, advisors and professional experts to prepare and follow sellers and buyer candidates to the deals, which initiative is still singular for local actors. The next M&A Lawyer Conference will take place in 2012 on the two sides of the Oresund Bridge, between Copenhagen in Denmark and the Swedish city of Malmo. For any question and/or more details about the conference’s content, please contact email@example.com
« Dynamo - First national day on business continuity »
Transeo and Transeo founding member MKBase took part in this first national day dedicated to business transfer. For more information, please contact Transeo Member Toni Brunello, firstname.lastname@example.org! More details and the presentations are available here.
May 2012 : 2nd Edition of Transeo Conference, the European Conference for SME Transfer
The first edition of Transeo Conference took place in May 2009, welcoming 200 participants from 18 countries. The second edition will be held in May 2012. A save the date e-mailing will be sent soon – for any question in the meantime, please contact email@example.com
01/02/2012: CRA Trophy rewarding the best takeover
For the fifth consecutive year, Transeo founding member CRA (Cédants et Repreneurs d'Affaires), the French National association for SME transfer, organizes the remittance of a reward for the best "Takeover of a SME". This prize of 10000€ acknowledges and celebrates the best practices used in a business transfer and takeover process, and the best development of the company , which has followed the business transfer. This prize wil be delivered by François DROUIN, President of OSEO, and by Jean-Marie CATABELLE, President of CRA, at a conference held during the "Salon des Entrepreneurs, in Palais des Congres, Paris, on Wednesday, February 1st , 2012. For more information, please contact Transeo Founding Member Jean-Marie Catabelle, firstname.lastname@example.org
DID YOU KNOW THAT...
- Toni Brunello - STUDIOCENTROVENETO - During the last 20 years, StudioCentroVeneto has more and more implemented a system of tools aimed to face business transfer as a "territory matter", so addressing its work to single micro and SMEs and to the whole territory at the same time. This is now known as Kit.Brunello.System - KBS, officially recognized in 2009 as European Good Practice in business transfer by the European Commission, to be hopefully spread towards all the Member Countries. At European level, the Norwegian Business Confederation NHO has already acquired it, and some other countries (Turkey, Bulgaria and Austria) are these days involved with SCV in the European Project “Next-e”, aimed to spread this practice within their territories. At national level, the Chambers of Commerce of Campobasso (Molise Region) and Terni (Umbria Region) have made KBS available for the local businesses, starting also training trainers paths. At regional level, Unioncamere del Veneto (the Regional Confederation of Chambers of Commerce) has promoted in partnership with SCV the Project “Fenice” (“Phoenix”) which also includes the development of KBS tools toward the region. It has been recently recognized as European Good Practice at the 2011 SBA Conference in Budapest. For more information, please contact Transeo Member Toni Brunello, email@example.com
- Bernd Ruegg - M&A Ruegg Mittelstandsberatung GmbH - M&A Ruegg Mittelstandsberatung GmbH (Germany) just closed three M&A-transactions for SME`s in Germany. One sell-site assisted share-deal (MBI) for a very specialized electronic transmitter manufacturer, one buy-site assisted asset-deal (MBO) for a forwarding company and one buy-site assisted asset-deal (B2B) for a technical trading company. Each project is appx. 1.0 Mio.€ in transaction value and have been successfully concluded within 6 months. For more information, please contact Transeo Member Bernd Ruegg, firstname.lastname@example.org & visit : www.berndrueegg.de & www.unternehmensbewertung-rhein-main.de
- Nathalie CARRE - Animatrice du réseau Création - Transmission - Reprise des CCI - ACFCI - CCI Entreprendre en France – Results of a qualitative study among buyers. The study is available here. For more information, please contact Transeo Member Nathalie Carré, email@example.com
- Dr. Hartmut Schneider - M & A Strategie GmbH Poland: Profitable office supply trading company - 1.2 m EUR - For sale is a profitable trading company with office supply materials situated in central Poland and two further polish cities and operating for more than 17 years. Consumers and retailers may order online by a professional web trade platform office supplies, computer accessories and office equipment from well-known producers. The high logistics efficiency of magazines allows customers service for companies with even hundreds of branches throughout the whole country. About 30 loyal and experienced workers generated in 2010 sales of approx. 3.75 m Eur. The company does not have any medium- or long term liabilities. A strategic investor may successively increase current company’s activities as well as use its potential as an additional distribution channel to sell its own products. Sales price: 1.2 m EUR - Project No. 10388. For more information, please contact Transeo Member Hartmut Schneider firstname.lastname@example.org
- Edwin Weesie Msc, University of Applied Sciences Utrecht - When dealing with business transfers, questions asked by a wide range of experts often vary from a legal, fiscal, financial, commercial and an organizational perspective. Psychological and emotional related topics are often discarded. Therefore, the recent initiated study “The psychological aspects in the decision making process in the case of business transfers” investigates business transfers from an alternative point of view. Topics that are under investigation are: exit motivations and irrational decision-making, personality traits, salient emotions such as fear and excitement and entrepreneurial edgework. Please contact Transeo Member email@example.com for additional information.
- Jean-Pol Gourmet - HERMES ressources et synergies SPRLU - A Human and Social Audit to contribute to the success of a Business Transfer - In Business Transfer one of the major issues is the integration of the buyer in the target company. This integration depends on the way the employees accept and cooperate with the new boss and represent a guarantee of continuation. For that reason, my contribution in the transfer process is to accompany the seller or the buyer through an in-depth human and social audit that enables both to be aware of the additional complexity of the transfer. I can work as a partner with chartered independent auditors. HERMES RESSOURCES & SYNERGIES – Jean-Pol Gourmet – e-mail : firstname.lastname@example.org - Expert in Human Resources Management – Social Auditor in Business Transfer
- Amaury Catrice - Compagnie des Conseillers en Investissements, Finance et Transmission d'Entreprise - In order to precise the sector of activities of its members, the CCIF changed its name to become CCIFTE (Compagnie des Conseillers en Investissements, Finance et Transmission d'Entreprise). It is a not for profit business organisation, regulated by the French financial market authority, representing more than 110 corporate finance boutiques with activities in the field of financial and investment advisory and mergers and acquisitions. For more information, please contact Transeo Member Amaury Catrice, email@example.com, & visit http://www.ccif.asso.fr/
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