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Introduction and Background. In 1992, when I was still
teaching a course in buying and selling a small business for the adult
education program at St. Louis Community College, I went to the library
one day to find something I could recommend to my students. The first
group of books I looked at, the how-to genre (these are the ones commonly
found in retail book stores and public libraries), was so inadequate in
so many ways that I wondered why anyone had bothered to publish them.
The second group I looked at, the university entrepreneurial-textbook
genre, which I thought surely would provide what I was looking for, failed
to cover the subject with more than a single chapter, if at all. And what
little that genre did provide was hardly useful.
That was when I first considered writing this book. I knew from my then
twelve years in business brokering, and six years in the classroom, that
I had the right experience to produce the comprehensive, step-by-step,
how-to book that was needed. I also knew that the small business marketplace
was dysfunctional, that people were getting hurt, and that a good book
in layman’s language would solve at least some of the problems.
I began by writing in the how-to mode for the how-to genre. However,
the feedback I received from distributing an early draft told me that
this book belongs in the universities. If so, that would also place it
in the textbook genre. So I beefed up several sections of it to better
meet textbook standards, and I added the end-of-chapter questions for
discussion. That’s how this book came to innovate both the how-to
books and the university entrepreneurial textbooks. It filled the void
in both genres.
But is BSSB really adequate for both genres? Is it adequate
for either? For the how-to genre, that’s easy to answer. I know
based on the authority of my own experience that it is, and my opinion
is confirmed by the favorable review from Kirkus. The real test is whether
BSSB is adequate for the universities. That test has already
been met. It is the designated textbook in a senior-level entrepreneurship
course at one of U.S. News and & World Report’s best American
schools, State University of New York—Plattsburgh. It is also being
processed into the programs at two other universities (one of them in
Canada). As the word spreads and as marketing continues, more schools
will follow.
The Elements of Innovation. In the table below is a sampling
of the sort of information and features that are required to effectively
buy or sell a small business. They are listed in the left-hand column.
This is the kind of information that should be available to buyers and
sellers whether in a how-to book, an entrepreneurial textbook, or elsewhere.
For each bit of required information listed in the table, I showed how
the coverage in BSSB is substantively superior to coverage in the how-to
genre. This substantive superiority is a major innovation to that genre.
As for the university textbook genre, I did not make comparisons because,
as mentioned above, the textbooks, with nothing more than a single chapter
on buying and selling, have practically nothing to compare to. The innovation
to the textbook genre, in other words, is as much by default as by quality
of book.
Here are some of the details:
| The Elements of Innovation |
Samples of Required
Information and Features |
As Covered by the
How-to Genre |
As Covered by BSSB |
| Description of the small business marketplace. |
Very little description, if any. |
Describes the marketplace in detail, why it’s
dysfunctional, and the dangers to guard against. (See pages XXI through
XXVII.) |
| Description of qualifications for ownership |
Relatively little mention,
if any. |
Completely described with full chapter. It’s the most important
chapter in the book because the buyer’s qualifications dictate
the success of the deal in almost every case. Chapter includes eight
real-life examples. |
| Advice that the seller should notify employees of the
sale before telling anyone else. |
Most how-to books say not to tell anyone, especially
not the employees, until the sale is closed. |
Strongly recommends telling employees before business
goes on market. It’s almost always the smart thing to do (an
employee might produce the buyer), and it’s respectful of, and
humane to, the employees. |
| Explanation of fact-finding. |
Is offered in various inadequate degrees. |
Covers all aspects of financial facts including unreported
revenues that how-to books avoid like the plague (as do university
textbooks), accelerated depreciation, and so on; and non-financial
facts such as operational, political, and so on. |
| Explanation of appraising a business. |
Most how-to books use rules of thumb. Note that rules
of thumb are mostly useless as well as dangerous. |
Has full chapter. Demonstrates appraising with detailed
calculations by capitalizing operational earnings. Even shows how
to evaluate unreported revenues, along with the calculated risk of
doing so. |
| Comprehensiveness |
Page counts range from about 170 to 330. |
Has 557 pages. Includes complete chapters on bringing
buyers and sellers together, business brokers, negotiating, financing,
choosing a lawyer, choosing an accountant, and closing. |
| Description of calculations for cash-flow projections.
Note that most banks strongly want them, while the SBA absolutely
requires them. |
One book showed calculations but was limited to buyer’s
needs. Otherwise, none. |
Demonstrates complete preparation of cash-flow projections
including all calculations, ground rules, assumptions, and how it
all fits into the loan application. (Textbooks show what projections
look like but fail to demonstrate calculations. That’s inadequate.) |
Samples of Required
Information and Features |
As Covered by the
How-to Genre |
As Covered by BSSB |
| Description of how to negotiate price and terms. |
Explanation ranges from a few pages to just a few tips. |
Has full chapter, the longest in the book. Details
21 basic rules for negotiating. Offers nine real-life examples. Very
important chapter because negotiating errors are a common cause of
broken deals. |
| Real-life examples showing successes and failures,
and why they happen. |
Most books offer some examples, usually not in detail
and often fictional. |
Offers 55 real-life examples, every one a snippet from an actual
case. Many are quite detailed and followed by an analysis showing
reasons for failure or success. |
| Correctness of information |
Mistakes abound. Some are surprisingly bad, for example,
saying that earnings should be capitalized after taxes (should
always be before taxes for small business). |
BSSB is not warranted to be entirely free
of mistakes, but the author’s 26 years of business brokering
experience assures it of being as mistake-free as possible. |
| Provides a lengthy example showing the flow of a typical
deal going through fact-finding, appraising, negotiating, and financing. |
None. |
Describes the purchase and sale of Acme Widget Corporation.
Though fictional (but based on fact), it shows the inter-relationship
of tasks, and it provides a baseline for buyers and sellers to compare
to when making their own deals. |
| |
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Notes:
- So far, I’ve reviewed about 40 of the how-to books and about
eight or nine of the textbooks. I will continue to review books in both
the how-to genre and the entrepreneurial textbook genre as I come across
them. I doubt, however, that I will discover any innovations in the
near future nearly as substantive as those shown in BSSB.
- Remember, the list of required information and features in the table
is not the total of what‘s required to do a deal. It’s merely
a representative sampling.
- In the above “Introduction and Background,” I said that
people were getting hurt due to the dysfunctional nature of the small
business marketplace. In my final chapter, I proposed that the Missouri
Division of Professional Registration create a Board of Certified Business
Brokers to bring competency and ethical behavior to the small business
marketplace. I made a similar plea with respect to business appraisers.
Please read that proposal (pages 448-455). It includes a summary of
each of the real-life examples in the book that show how people are
getting hurt. That will explain why (in addition to my comments in the
Preface) I describe this marketplace as dysfunctional.
- Below are listed five of the eight or nine university textbooks that
I’ve reviewed. These books are popular and well regarded. Shown
in brackets { } following each of these listings are statistics for
the current editions as of mid March, 2007. Notice the prices of these
books: they constitute one more way in which BSSB, at $75,
is innovative. Also note this excerpt from page 374 of reference 5:
“No one has yet written a book [on buying a business] that successfully
defines the correct steps and best alternatives for every situation.”
The arrival of BSSB nullifies that quote.
- Launching New Ventures—An Entrepreneurial Approach,
Third Edition; Kathleen R. Allen, University of Southern California:
Houghton Mifflin Company (Copyright 2003) {Current: fourth edition;
copyright 2006; 453 pp; HB ; $129.56}
- Small Business Management—An Entrepreneurial Emphasis,
Eleventh Edition; Justin G. Longenecker, Baylor University, Carlos
W. Moore, Baylor University, J. William Petty, Baylor University:
South-Western College Publishing (Copyright 2000) {Current: thirteenth
edition; copyright 2006; 752 pp; HB; $146.95;}
- Essentials of Entrepreneurship and Small Business Management,
Third Edition, Thomas W. Zimmerer, Drury University, Norman M. Scarborough,
Presbyterian College: Prentice Hall (Copyright 2002) {Fourth edition;
copyright 2005; PB; 550 pp; $120.00;}
- New Venture Creation—Entrepreneurship for the 21st
Century; Fifth Edition; Jeffry A. Timmons, Babson College:
Irwin McGraw-Hill (Copyright 1999) {Seventh edition; copyright 2007;
PB; $112.95}
- New Business Ventures and the Entrepreneur, Fifth Edition;
Howard H. Stevenson Sarofim-Rock Professor of Business Administration,
Harvard University Graduate School of Business Administration//Michael
J. Roberts, Lecturer, Executive Director Entrepreneurial Studies,
Harvard University Graduate School of Business Administration//H.
Irving Grousbeck, Class of 1980 Consulting Professor of Management,
Stanford University Graduate School of Business Administration//Amar
V. Bhidé, Associate Professor of Business Administration,
Harvard University Graduate School of Business Administration: Irwin
McGraw-Hill (Copyright 1999) {This edition is still current; HB;
692 pp in BW; $114.95}
I welcome your questions and comments.
Ernest J. Honigmann
February 16, 2009 |