'How to Buy & Sell a Business' by Garrett Sutton is a very enjoyable read on what really is a complicated subject. It is written with the assumption (I assume) that one is completely new to the process of buying a business and a first-time seller of an existing business.
Written in very easy-to-understand language, Sutton has divided up the processes of buying and selling a business into chapters with case studies presented and key points to look for and/or execute as you are buying and selling your business. Some points and pages worth noting are as follows:
Pg(s) 98 - 107: Valuation of a business is very complicated. It involves everything from the FMV of assets, intellectual property, current and potential revenue, accurate accounting and finance, and of course goodwill. There are books written that cover this topic by itself and Sutton does a good job in outlining the basic concepts of valuation. His coverage of the three principles of valuation (future benefits, substitution, and alternatives) are informative though brief. He manages to provide the IRS-recommend approach to valuing a business as well, which is of course very important.
Pg(s) 114 - 116: The negotiation phase of buying a business next to valuing the business and reviewing accounting and finance records is arguably where it comes down to (along with the ability to obtain the needed financing). Negotiations is an art with a lot of science involved. Specific to Sutton's work the section on Representations and Warranties should prove helpful from a broad view on things to look for when negotiating on the other side of the table.
Pg(s) 120 - 123: Covers structure and the pros and cons of an asset sale versus a stock sale. He manages to cover both pretty well and covers the concept of indemnification, which is often overlooked when one buys and sells a business. The stock versus asset structure is very complicated, but Sutton manages to point out high-level concerns you may have.
Pg(s) 131 - 134: Covers financing structure. Financial structuring can be the key (along with terms) on rather a deal is even "do-able." These pages point out quick-cut ways to obtain the money (at least where to look) while giving you some common sense approaches to obtaining the financing and to have sources of funds compete for your business. A strong section within the above pages is the discussion on convertible securities as a form of payment - common in large-scale sales of businesses (corporate and private), but may be overlooked by smaller businesses owners and prospective buyers.
The case studies are very entertaining (at least to read) and put the chapters in perspective. This book is not designed to be a standalone guide to buying and selling a business, but to give you a quick overview of the process as you proceed forward in buying or selling your business. It is not fluff as many would assume from the Rich Dad's Advisors (TM) book series. Also, Dianne Kennedy's chapter may make your eyes glaze, but this chapter is a must even if you are seasoned at buying and selling small businesses - yes, it covers the tax strategies and consequences. As an managing partner of a capital funding group that specializes in assisting small to medium size business owners obtain cash for their businesses, I see small oversights and mistakes that are made by buyers and sellers of businesses that if one thought about in the beginning would make the buying or selling of businesses a more pleasant experience. That's the key to my review recommendation: You will finish this book with some knowledge and/or key reminders especially if you are a novice at buying or selling a business.
In summary: If you're new to the buying and selling of a business - this book is strongly recommend. If you're a current business owner, but it's been a while since you bought or sold a business - this book is recommend for a quick review prior to going to your team of professionals. If you're a seasoned buyer and seller of businesses this read will be too basic for you. If you work with businesses as a professional adviser - this book is strongly recommended.