The model trends in the healthcare system have been changing over the period of time. The old trend gave importance to the individual patients and the emphasis was on treating illness. The goal of the hospitals was to do inpatient admissions, fill up the beds and more emphasis was given to acute inpatient care. The role of managers in the old paradigm was to run the organization and coordinate services. In the old system, all providers were essentially the same. The hospitals, physicians and health plans were separate and not integrated.The newer trends that evolved gave importance to the population as a whole. It not only treated illness, but emphasized on promoting the wellness of the people. The goals of the healthcare system after being transformed over the years is to provide care at all levels which is continued. The role of managers in the new paradigm is more broad. They see the market and help in quality and continued improvement. They not only run the organization, but also go beyond the organizational boundaries. In the evolving system, the providers are differentiated according to their ability. The hospitals, physicians and health plans have formed an integrated delivery system.One of the current trend in the healthcare delivery model is that continued care is emphasized. The key professionals are not only treating patients for their illness, but they are promoting and managing quality of health. For example, a patient with high cholesterol visits a doctor. He is not only given one-on-one medical treatment, but he is also offered to attend a group session where information is provided on how lifestyle and behavioral change can help. The patients learn from the clinicians and also from each other. Another current trend is to take care of the health of the defined population and not only individual patients. All the health needs of the population as a whole are identified and served. It is emphasized that the community uses the health and social services provided. Healthcare has become more population-based. Another trend that has evolved is that the hospitals, physicians and health plans have got connected and have formed an integrated delivery system. More investments are being made with a goal of providing services to the customers and retaining them.There is a beneficial impact in the transformation of healthcare towards emphasizing continued health. The way healthcare has been viewed in the past has been changing. The shifting of care from treating acute illnesses to providing continued care is resulting in enhancement of the health of the people. The only appropriate and feasible model is to provide a continuum of care with the emphasis firmly on the family and community. The health of the population and community is considered as a whole. This is advantageous as it creates value in the healthcare delivery system. The healthcare providers work with the community as a whole and consider to improve the health of the general population. Even though this requires new kinds of ways of organizing and managing healthcare services, it helps in understanding the health needs of the target population. By studying their needs, the right health and social services could be provided to them. Examples of promoting wellness of the whole community are organizing health campaigns and providing preventive education to the people in general. Another example is providing awareness about flu vaccines and encouraging people to get the vaccination.Integrating the healthcare delivery system has led to certain advantages to the patients. For example, they can be offered alternative sites of care depending on their convenience. It helps in meeting the needs of the customers and their preferences which is taken into account. The number of providers are expanded and the patients get to have a choice. The relationship between providers and health plans are organized in the current trend and this ensures that the right care is provided in a convenient way to the customers.There are defined budgets and expenditure targets for the populations which implies that there is a need to be efficient and productive. The formation of strategic alliances, networks, systems and physician groups can also add value. There are capitated payments and budgets allotted to the healthcare organizations. These are used to provide care to the defined population. The organization might like to improve on the payments and budgets as the expenditures of the companies increase. This results in the management to make decisions like forming strategic alliances with other organizations and increase the total resources. The growth of such networks will help in providing better care to the customers. Financial resources greatly influence the efficiency and productivity of the organization.The aging population is influencing the healthcare delivery. There is increased demand for primary care of people over 65 years and for chronic care of people over 75. The ethnic and cultural diversity is also influencing the healthcare delivery. This provides a challenge in meeting patient expectations on one hand and diverse workforce on the other. Biological and clinical sciences have met with technological advances and have led to new treatment modalities. This has led to open new treatment sites and manage across the organization. External forces change the supply of certain areas of health professionals like physical therapy and some areas of nursing. The management needs to compensate for such shortages and they need to develop different teams of caregivers at different work sites. Changes in education of health professionals implies that the management be more creative in offering healthcare services. With an increase in diseases like AIDS and morbidity from drugs and violence, there is more and more need to work with community agencies, form social support systems and there is a need for more chronic care management. Advances in information technology is another area where there is a need to train the healthcare employees in new advances. They also need to manage issues of confidentiality and rapid information transfer. Increasing expansion of world economy has led to more competitive management of strategic alliances, care of patients across the nations and of different cultures.Current environmental trends impact the healthcare delivery model. Organization’s success depends on its external and internal environment. The complex environments made up of uncertainties and heterogeneity of components leads to different organizational designs. The current environmental trends influence managerial and organizational decision making. The unique challenges facing the healthcare delivery organizations should be analyzed in order to develop and implement new and effective operational processes and strategies. As an impact of current environmental trends, the healthcare delivery system needs to improve individual, team, and organizational accountability and performance. The impact of advances in medical knowledge and information technology on the process of healthcare delivery should also be examined, and it should be leveraged to improve quality of care, process and cost controls, and revenue. New strategies would need to be identified and implemented for learning and performance improvement to create a culture that supports accountability, safety, and high-quality care. Innovative models in healthcare delivery would also be required in order to develop and implement strategies that promote organizational success and competitiveness.Due to the current environmental trends, more emphasis is given to the customers and there is more of a patient-focused care. The healthcare delivery model has been shifting to the community based care. There has been an increased modification in care processes. The traditional ways are being challenged and more experiments are being performed to fulfill the demands to improve the quality of care. Due to the shift in the environmental trends in the healthcare delivery model, more emphasis is given to quality improvement. This will help improve the performance levels of key processes in the organization. The performance levels are being measured, the defects are eliminated and new features are being added to meet the customer’s need efficiently.There is a new emerging contemporary trend in the U.S. healthcare system. Presently, the management research and assessment have been offered increased recognition. The emerging trend seen is that this is slowly forming an integral part of managerial and organizational effectiveness. With the emerging efforts in information management, it is leading towards clinical and financial networking. The trend seen among the physicians and nurses is that they are being increasingly involved in managerial activities. The managerial trends are also changing with respect to role performance and changing values. The managers role is getting more and more recognized in managing finance and human resources. Management training, lifelong and distance learning is being offered in preparing future managers.The healthcare executives and managers will be faced with the major responsibility and challenge in the years ahead. They will be working with other healthcare providers and will be creating a competitive future for their organizations. They will not only be managing organizations but also a network of markets, services and joint ventures. Formation of more and more strategic alliances and partnerships will lead the management to manage across boundaries. The management will change from managing a department to managing the continuum of care. The management will be following a community-based approach. Trend in management is also shifting from just coordinating services to providing improvements in quality.As the demands in healthcare are increasing, the management is responsible for forming performance standards. The management is also challenged to maximize the productivity and quality to serve the health needs of the community. The management is looking after the demands of the external environment as well as attending to the performance of the internal environment. The management is responsible for the performance of the organization.Healthcare organization leadership will be responding to new trends and competitive forces. It will respond to continuum of care, overall health status of the population and more complex organizational structures. These emerging trends in the healthcare system will effect the organization’s leadership. The future managers would need leadership skills and vision to integrate the organizations and help in providing the best care. The managers will have to be committed to leadership and work on giving their organizations the best place and help their organizations adapt to the changing circumstances. More value will be given to leaders who will be able to lead the change process. As changes are inevitable for the betterment of the organization, the leaders should be able to identify how the change is to be received and how it is to be communicated at all levels of the organization without damaging the implementation process. The leaders might have to deal with increased pressures due to organizational complexity.The leader in the organization provides strategic direction to the organization, manages diverse stakeholders, becomes mentors for management, is willing to take risks, helps the organization interact with the external environment and attends to the internal needs as well. Where required the leader will involve physicians in governance process and align physician and organizational interests. There will be a need for formation of learning organizations. Transformational leadership will create the required vision for the organization. Leaders will have a greater role complexity and they themselves will have to adjust rapidly to new situations. The healthcare organization leadership will have to live up to the values of the organization and will help in fulfilling the mission of the organization.Individuals and groups within the healthcare organizations require more and more competencies. An enhanced lifelong learning is required due to the fast, changing environment. The individuals and groups within the healthcare organizations will be benefitted as there will be rapidly developing medical technologies which will result in increased services. More sophisticated health services will be provided to the consumers. The range and quality of services provided will be regulated for the benefit of people requiring home care, long term care and ambulatory care. The anticipated future development will also result in the increased competition among the health services organization. The individuals and groups will be involved more and more with the community for issues like drug abuse, teenage pregnancy and violence.Individuals and groups will be faced with increased strategic planning and management in the healthcare organizations as there will be ever increasing involvement by the trustees and physicians. As the future environment in the organizations will be more complex, the individuals and groups in the healthcare organizations might feel more pressurized. They will need to serve the changing demands of the community as the population of elderly patients will increase. These individuals will require more professional training, increased levels of education and should be taking part in continuing education programs.Due to the anticipated future development in the healthcare organizations, those individuals and groups will be valued, who are adaptable, committed, are able to add value and embrace change. These individuals will be required to experiment more and help in redefining the mission and goals of the healthcare organizations.
Auto Insurance Does Not Mean The Same Things To People In The Financial Profession
It is amazing how much literature has been written about the car insurance business online. The main approach in use by the bulk of the writings is in the direction of selling car insurance, rather than offer it in the proper context of insurance product or ‘a product to protect your assets and wealth.’ That is why when searching for the phrase ‘auto insurance’ a large number of websites emerge with the ‘selling’ phrases like affordable auto insurance, or cheap auto insurance or low cost auto insurance.In the early part of 2011 and according to Google AdWords there were 8,100; 74,000; 9,900 monthly searches for the above key phrases, respectively. On the other hand, there were only 110 searches for the phrase ‘reliable auto insurance’, 170 searches for ‘quality auto insurance’, and 8,100 for ‘top auto insurance companies.’ It is rather easy to conclude that most of the searches on line are about price, not quality of insurance.A basic principle in marketing is to understand what people ‘want’ and design and package your product or service to meet what the folks want. Looking at those numbers we can tell that most people want cheap auto insurance. As a marketer, if you design any campaign without considering that analysis you may eventually flunk the marketing tests, close your website and go do something else.So what’s the difference between auto insurance polices? From a ‘financial planning viewpoint’ car insurance comparison should never be based on price only, and perhaps most people agree that cheap insurance is not necessarily the best car insurance. But what most people do not know is that an insurance policy with the best rated company may also be one of the most problematic contract. An auto insurance policy should be compared in reference with three factors:1. Price: of course the cheaper the better.2. Company Rating: Non standard companies are more flexible than their standard or preferred counterparts with regard to past violations found on the MVR activities of the drivers and the credit score of the car insurance applicants. However, non standard companies are harsher than others in customer service and paying claims. Most of complains come from non standard insurance companies. While preferred companies do not hesitate to quickly pay for smaller claims suck as seven or eight thousand dollars claim, or even little more; all companies from top to bottom will try to examine the application to see if they have to or do not have to pay a $100,000 claim.3. Liability Limits. This is the most ignored, least understood, but is the most important aspect of the policy which affect customers during time they need the insurance. It measures how much protection you have in the event you get sued. A professional financial advisor will never ever sell you an auto insurance policy at low limits if he/she has enough information that you and your spouse have enough wealth to be sued for in the event that you or a family household member cause a major auto accident and your car insurance pays the maximum on the policy which turns out not to be enough.There are many insurance policies sold with superior insurance companies at the lowest liability limits mandated by the state. In the State of Illinois these limits are 20/40/15, which means that in the event you cause an accident that is your fault and you get sued by others, then your company will pay to others on your behalf no more than $20,000 for bodily injury for one person, no more than $40,000 for bodily injury for all other people in the accident, and a maximum of $15,000 for any and all property damage you case in that accident. If you are a business owner and you cause a major accident resulting in a unbeaten lawsuit of $300,000 and your insurance company maxed the payment on the policy and paid $20,000, the difference of $280,000 will have to come from your own money!Financial Planners and Auto Insurance Marketers Are Not in HarmonyFinancial planners are not in harmony with insurance marketers about the weight that needs to be placed on limits of liability in auto insurance. Marketers like to stress the aspects of price and company rating, while financial planners like to stress the importance of liability limits first, then company rating second, and perhaps price at a later stage.Although financial planners and auto insurance marketers have the common goals of maximizing their earnings while providing their services, the scope of their operations is different. Auto insurance marketers make their money by selling as many polices as they can have. The marketer does his best to make as many sales as possible, hence making small amount of money on too many policies sold. Financial planners work differently as they try to make big money from each of the few number of customers they have. Selling an auto policy is not the primary concern of a financial planner, but for him or her auto insurance is one of the fundamental subjects of the financial planning process.Car insurance agents look at auto insurance as a way to protect the car itself in the event of theft, fire or another loss, besides the fact that it’s the law. Financial planners look at auto insurance as an integral part of their clients risk management process. To the financial planner an auto policy is not to repair the car in the event of loss, but is mainly about protecting the assets and wealth of the insured, especially against potential lawsuits.Some auto insurance marketers would even suggest to cut down on liability insurance as a way to save money. No sound financial planner will ever make such a suggestion. No way!When does height matter?How high your liability limits should be is the main issue that should prevail when you buy car insurance. You probably need only the minimum liability limits mandated by the states if /when(1) you shopped for higher limits and could not afford it, (2) your current assets or wealth is not big enough to expose you to further lawsuits in the event of at fault auto accident. (3) you are a high risk driver where no one else wants to insure you except at the minimum limits. But, if you have certain amounts of assets and wealth, or is expected to have sizable assets or wealth, then you need to worry about the height of your liability limits.What about if you are not wealthy with plenty of assets? Even for people with little or no wealth, the height of liability limits should be much of a concern to them. This is due to the fact that liability insurance contains certain coverages to pay for your bodily injuries in the event that you get hit by a vehicle that is legally uninsured, or is insured but the insurance on that vehicle was not enough to cover your bodily injuries. According to the Insurance Research Council, approximately 15% to 17% all drivers in the United States are uninsured. Coverages for Uninsured Motorist (UM) and Underinsured Motorist (UIM) vary from states to states with regard to their mandatory status and limit amounts. In Illinois UM is mandatory at the limits of $20,000 for bodily injury per person and $40,000 for bodily injury per accident. Underinsured motorists coverage is not mandatory in Illinois but insurance companies must offer it to clients for policies issued with liability over the state limits. Clients can still reject to have higher uninsured/ underinsured motorists but it must be in writing. As you can see, your liability only policy provides coverage for your bodily injuries, and making sure that you have high limits on both liability, UM and UIM can have tremendous effect on your life.
Why Businesses Do Not Sell
It would be nice to live in a world where every business-for-sale was sold at top dollar. While there is no such thing as a perfect business free from all defects, there are a number of problems that can hinder a sale that could be remedied, if given enough time. This article lists ten of the reasons which are often cited as contributing factors in an unsuccessful sale or a completed deal for less than potential value.Business intermediaries need to be up-front with their seller clients, educating them on the challenges faced, and the likely impact that one or more of these issues will have on completing a successful transaction.1. UNREALISTIC EXPECTATIONSa. Valuation/Listing Price:Arguably, the price a business is listed at is one of the critical elements to a successful sale. An owner’s emotional attachment to their business, coupled with an inexperienced business intermediary’s desire to obtain the listing and please the seller, can be a recipe for disaster. Overpricing a business will deter knowledgeable buyers from establishing communications. Additionally, it will be extremely difficult to defend the valuation when a business has been priced unrealistically. The typical outcome is that the listing will languish in the marketplace and recovery becomes more difficult. Once on the market for months on end at the wrong price, the process in re-pricing and re-listing creates a whole new set of challenges, the least of which is maintaining credibility.b. Unrealistic Terms and/or StructureDeal structure, asset allocation and tax management must be addressed proactively and early in the process. Often the Buyer and Seller place all of the focus on the sale price at the expense of the ‘net after-tax results’ of a business transaction. In most cases, a seller could achieve a deal that provides a greater economic benefit when an experienced Tax Attorney/CPA assists with structuring the transaction. In addition to structure there are a number of other issues that could be problematic, including:
Seller insists on all cash at closing and is inflexible in negotiating other terms.
The buyer’s unwillingness to sign a personal guarantee
The lack of consensus on the Asset Allocation
Seller insisting on only selling stock (typically with a C-Corp)
Inability to negotiate equitable seller financing, an earn-out, or terms for the non-compete
2. PROFESSIONAL ADVISORSFor a successful sale to occur, a business owner must have the right team of advisors in place. An experienced mergers & acquisitions intermediary will play the most critical role – from the business valuation to negotiating the terms, conditions, and price of the sale as well as everything in between (confidential marketing, buyer qualification, etc). Aside from the M&A advisor, a business attorney who specializes in business transactions is critical. Once again, “who specializes in business transactions”. Any professional who has been in the industry for more than a year will be able to point to a transaction that has failed because the lawyer that was chosen did not have the specialized expertise in handling business transactions. Additionally, a competent CPA who is knowledgeable about structuring business transactions will be the third key role. While a business owner’s current legal and tax advisors may have the best of intentions in assisting their client with the business sale, if they are not experienced with mergers and acquisitions it would be highly recommended to evaluate alternatives. In some cases, there is one shot when an offer has been received and it is therefore imperative not to attempt to make a deal that is out of reach and impossible to complete.3. DECREASING REVENUES/PROFITSThe majority of buyers are seeking profitable businesses with year-over-year increasing revenue and profits. When a business has a less stellar track record with varied results or possibly declining revenue and/or profits, complications with the business sale are likely to occur. Not only will decreasing profits and revenue impact the availability of third party funding but it will have a material impact on the business valuation. While buyers traditionally purchase businesses based on anticipated future performance, they will value the business on its historical earnings with the major focus on the prior 12-36 months. For those businesses which have deteriorating financials, the seller should be able to articulate accurate reasons for the decline. Both the lender and the buyer will need to obtain a realistic understanding of the underperformance to assess the impact it is likely to have on future results. In cases where the seller is confident that the decline was an anomaly and is not likely to repeat itself, structuring a component of the purchase price in the form of an earn-out would probably be necessary. In other circumstances, when there are two or more years of declines, the buyer and lender will question “where is the bottom?” and what is the new normal. In this situation, a decrease in valuation will be inevitable. Cash flow is the driver behind business valuations and business acquisitions. The consistency and quality of revenue and income will be one of the key focal points when assessing an acquisition. It all relates to risk. Those businesses with dependable recurring revenue generated from contractual arrangements will generally be in greater demand than businesses who produce income based on a project based model.4. INACCURATE OR INCOMPLETE BOOKSOne of the most critical components to a successful business sale is for the business to maintain accurate, detailed, and clean financial statements that match the filed tax returns. Not only will these financial statements be the basis for the business valuation but they will also be the criteria for whether the business will qualify for bank transaction funding. Too often the business is managed as purely a lifestyle business that is focused only on short term owner compensation, without regard to building long term value. In these cases, the owner has taken very liberal personal expenses that may not be able to be added back when deriving the adjusted earnings. Given the importance these documents represent, a business owner should ensure that the books are professionally managed and up to date. Records that are messy, incomplete, out-of-date or containing too many personal expenses will only give prospective buyers and lenders reasons to question the accuracy of the books. Last but not least, businesses that have a ‘cash component’ will need to report 100% of this income for it to be incorporated in the valuation.5. CUSTOMER CONCENTRATIONBusinesses that have a handful of customers that produce a large percentage of the company’s revenues, will probably have customer concentration issues, especially if one client represents greater than 10% of sales. It is important for a business owner to recognize that a business which lacks a broad and diverse base of customers possesses a higher degree of risk for a buyer as the loss of any one of these large clients could have a material impact on the future earnings. As a result, customer concentration will have an effect on the valuation, deal structure, and salability of the business. Vendor and industry concentration can also pose complications when selling a business. Specialization can be a competitive advantage for a business and assist in winning contracts. However, this same narrow industry focus could be a detriment if it is perceived that the business does possess a broad supply chain and ample options to source products and materials.6. THE OWNER IS THE BUSINESSIt is not uncommon for the owner to play a significant role in the operation and management of the business. This is particularly true with smaller enterprises. Where this situation can present a problem is when the owner is not only the face of the business but also deeply involved with all facets of the company – sales, marketing, operations, management, marketing, and financial. If there are no key employees and there are few written processes and procedures, the business lacks a dependable and repeatable work flow. When it becomes evident that the business cannot operate effectively without the owner’s hands on involvement and personal know-how, it becomes problematic. Of equal concern is the relationship the owner may have with the customers of the business. If the customer does business with the firm largely in part of the relationship with the owner, this situation will create customer retention concerns and possible transition problems when the business is being sold. In summary, buyers want a business that can operate independently from the current business owner.7. THE OWNER(S) IS AGING AND HAS SLOWED-DOWNIt is not uncommon for a business owner to become complacent after running the company for an extended period of time. Becoming tired and lacking the previous ‘fire in the belly’ has a way of spilling over into the business fundamentals. The number of trade shows that the business participates in decreases, the travel and new customer sales calls that routinely took place on a daily basis in the early years, have been paired down. The investment spending on equipment upgrades, vehicle replacement or marketing programs have been cut back. Innovation has come to a grinding halt and the business is on auto pilot. The financials have luckily held steady but for how long? An owner who has become burnt out almost unavoidably transmits their lack of zeal and drive to their staff and clients in a number of subtle ways. The net result is the company’s performance slowly begins to deteriorate. Unfortunately, this situation can become even more pronounced when the owner finally makes the decision to sell the business and mentally checks out at the worst possible time. Transferring ownership can be viewed by some as a highly emotional process, and the decision to sell at the right time is often ignored until the issue is forced upon the owner (failing health, divorce, disability, etc.) and usually at a fraction of the former valuation.8. INDUSTRY IS DIMINISHING OR THREATENED Over the last two centuries there have been a number of industries that have developed and grown significantly. In this same time frame, many new industries have been created while others have become extinct. The future outlook for a given industry will have a direct impact on the valuation and marketability of the business during a sale. Businesses facing obsolescence or mired in a shrinking industry will face an uphill battle when it comes time to transitioning or selling the company. Maintaining a diverse offering of products and services that are relevant to the market, not just today, but also with an eye to the future, will enable a business owner to avoid this situation. Not only will this assist in mitigating the impact from declining sales but also demonstrate to a prospective buyer that the business has a clear path to grow in the future.9. CHOOSING THE WRONG LENDERFrom loan application approval to transaction funding is a process in business transactions that can take six weeks or more, that is with an ‘experienced’ business acquisition financier. Many deals have fallen apart during this time frame because the buyer became aligned with the wrong financial institution. There is nothing worse, for all parties involved, to find out four weeks into the process that either the loan terms previously promised were not correct or worse, that the bank underwriter declined the loan.In the field of business acquisitions, not all banks/lenders are the same. There are conventional loans, SBA backed loans, and there are lenders that provide cash-flow based financing and others that only provide asset based funding. One bank may turn down a borrower for an SBA 7a loan while another institution will readily accept it. Every lender has its own unique and frequently modified lending criteria. Therefore, buyers need to ensure they are working with the right lender from day one, or valuable time is wasted causing the deal to be compromised, or lost to another, better prepared candidate. Buyers should consult with the business intermediary representing the sale to determine which lenders have reviewed and/or pre-approved the transaction for funding. Obviously, buyers who are prequalified from the start and verify that the bank’s lending criteria conforms to the type of businesses they are evaluating, will be the best positioned for a successful acquisition.10. COMMERCIAL PROPERTY ISSUESFor some businesses the saying “location, location, location” cannot be more important to the value of the company. Typically, this will pertain to retail businesses. If the physical location is of major importance, the business buyer will seek assurances that they can either purchase the real estate or be able to sign a long term lease. On the flip side, the business could be located in a part of town that has fallen on hard times or could be located on the owner’s personal property, both situations necessitating that the business be relocated. Also, some businesses are not easily relocatable without affecting the current customer base. All of these circumstances add another layer of complexity to the transaction.Additionally, the type and size of facility can also have a material impact on the sale. If the facility is not large enough to provide the enterprise a sustained growth path, a buyer could become disinterested. Another situation could be the value of the property. If the current owner purchased the land/building a decade or two earlier and the financials or recast do not reflect a current FMV rent/lease payment, valuation problems will occur.Business transactions involving the sale of commercial real estate can be hampered by the Environmental Site Assessments (ESA’s) – Phase 1 and Phase 2. Property that is contaminated can be very costly to clean up and will have an impact on the closing. When this situation arises, it will be important for the buyer and seller to have a clear understanding of the costs to resolve the issue, which party is responsible, and whether a price offset will be warranted.Other complicating factors involving commercial real estate include zoning changes that require a property to be brought up to new codes, and clear definition of who bears responsibility and the cost of this process. Last but not least, the agreement by the landlord with either a lease assignment or offering a new lease at comparable rates.SUMMARYMost small business owners have spent the majority of their life building their business. It is not uncommon for a business seller to become so emotionally attached to the company that they look past some rather glaring problems that a business intermediary, a lender, or prospective buyer will immediately recognize. It is natural for a seller to want to obtain the highest price possible for their business. There is so much bad information on the web related to multiples and business valuations that this should not come as a surprise. M&A Advisors need to be honest and direct in educating a business seller on the challenges faced in a potential sale, the range for a realistic transaction price, as well as creative terms and structuring options that might be utilized. Being a people pleaser and ignoring any potential problems will only provide the seller with unrealistic expectations. In the arena of business negotiations there are few if any “pleasant surprises”. Dealing with issues up front rather than late in the sales cycle process should be the golden rule.