• Selling when you've lost your muse

Selling A Business: When You Just Cannot Do It Anymore

by Noel Bagwell
for Executive Legal Professionals, PLLC

September 28, 2015

When You Lose Your Muse

In my practice, I usually get to focus on Startup Law more than the law of wind-up and dissolution of businesses. While I enjoy working with startups and small businesses–especially in a preventive law context–finding a way for the owners of a business to move on to their next project or the next phase of their lives at the end of their time in a business venture is an important part of what I do for businesses. Sometimes, you find yourself, one day saying, as John Boehner did last week, “Last night I started thinking about this and this morning I woke up and I said my prayers — as I always do — and I decided today’s the day I’m going to do this. As simple as that,” and you walk away from a business you’ve been building for months or years. Sometimes, you just lose your muse. You can’t summon the will to keep fighting. You realize, I’m done here.

When that moment comes, and you know you’re going to be selling a business, you might feel a little melancholy. You might feel like there “Ain’t No Sunshine” when your muse is gone. So, why was John Boehner singing “Zip-A-Dee Doo-Dah” as he approached the podium to give his resignation speech?


Ain’t no sunshine when she’s gone
It’s not warm when she’s away
Ain’t no sunshine when she’s gone
And she’s always gone too long
Anytime she goes away



In short, I think Mr. Boehner wasn’t concerned he was going to lose his shirt, even though he, apparently, has lost the will to continue fighting in Congress for his constituents’ best interests. Maybe he’s considering running for the Presidency. Maybe he got a great offer in the private sector. I don’t know, but I do know he has an impressive résumé, and he’s thinking about what all entrepreneurially-minded people at the end of a chapter of their lives are thinking about–the next step.

Mr. Bluebird Doesn’t Sing the Blues

When you’re considering how to open the next chapter of your life, of the utmost importance is having a transition plan. Uncertainty leads to worry, which leads to fear and stress. Nothing good lies down that road. Outlining a plan according to which you will transition out of your current business into the next phase of your life–a new venture, employment with a different company or firm, retirement, etc.–will reduce the likelihood you will have to face the dreaded unknown. Instead, you will have identified areas of your life that are likely to change, and you will be able to devise strategies for addressing those changes responsibly.

It should go without saying, you need a written Buy-Sell Agreement if you’re selling your business. You also probably have other contracts, such as contracts with clients, vendors, and suppliers, which will need to be modified, terminated, or canceled. The best way to protect yourself from uncertainty in your relationships is to ensure you have contracts which adequately protect your interests by structuring the incentives of those with whom you do business. Having strong, well-drafted contracts in place can drastically improve both your financial security and the stability of your business through the transition period as you exit your business.

Finally, remember: no one is an island. You need support. You’re going to need an accountant, a lawyer, maybe a banker, maybe even an insurance professional and / or wealth management advisor. Beyond that team of essential business support professionals, however, you’re going to need the support of people who understand and believe in you. Reach out to friends and family, let them know what you’re going through, have a heart-to-heart talk with them; explain why you’re doing what you’re doing and why it is not a failure but an opportunity to spend your most important resource–your time–in ways that will fulfill and enrich your life. With the support of qualified professionals and the people who love you, you won’t be singing the blues.

Zip-A-Dee-Doo-DahWhether you are prepared for the next step in your life’s path with a transition plan, contracts to protect your interests, and the support of people who believe in you will make all the difference between singing “Ain’t No Sunshine” or “Zip-A-Dee Doo-Dah“. We want to make sure the experience of selling your business has you feeling like Mr. Bluebird’s on your shoulder. Working with a knowledgeable, attentive attorney will give you the peace of mind that comes from knowing, even though you might have lost your muse, you won’t lose your shirt.

If you’re looking for such an attorney to assist and advise you through the process of selling a business, please contact Executive Legal Professionals through our website or at (615) 669-6566. We’re looking forward to hearing from you.

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