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Ask HN: Selling my first company - need help with the process

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Re: Ask HN: Selling my first company - need help with the process

#51
Decide on how much you want out of it, start off at twice that much and allow yourself to be negotiated down reluctantly.

Be prepared to walk away if you don't get what you want out of it.

Make sure you are indemnified, that the sale is final and that there is no obligation on your part that survives the contract.

Make very sure that you have all the IP that you sell sewn up tight.

Make sure you keep all correspondence, prefer email and such above conversations about pre-contractual stuff.

Put a person that is not emotionally involved in the deal between yourself and the other party during the actual negotiations, unless you are very good at distancing yourself from this.

Never agree on the spot to any deal, always think it over for a night.

Agree that both parties will carry their own costs up to the point of sale.

Get a professional that you can afford in on the deal, someone that is only beholden to you.

Find a person near you that has gone through this process that you can trust and get their feedback on the process as it goes forward.

Do not transfer any assets prior to the actual sale date, even if it looks like everything is 100% a-ok (I know that sounds like an open door, but that sort of mistake is actually fairly common).

Talk to grellas here.

Re: Ask HN: Selling my first company - need help with the process

#52
1. Retain a _good_ securities and corporate lawyer.

2. If you want to have an "independent" valuation done, use a local boutique investment banker. Your lawyer or accountant should be able to recommend someone to help with a "fair value opinion." This may be overkill, but since we don't know large the potential deal is, I thought I'd mention it.

3. Be aware that if they buy/license your product, the proceeds will be recognized as income by both the federal and state tax authorities at both the corporate and personal levels. You could end up giving the government as much as 50% of the gross proceeds (35% corporate plus 15% CA personal income tax). If you are a single product company, it is much more preferable to sell 100% of your stock to them. An acquisition of 100% of your corporate stock means that you should only end up paying 15% long-term capital gains taxes.

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