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MenuWhat type of lawyer do I need to buy a small e-commerce business doing $1m in sales?
I'm interested in buying my clients e-commerce business, but I'm unsure on the type of lawyer I need to start the process.
Answers
If you’re interested in buying an e-commerce business successfully you need a lawyer that is experienced in M&A both in the deal size and the e-commerce space. You should then look to follow some best practices from other successful deals.
My advice first and foremost would be to identify lawyers with relevant experience. Firstly, find attorneys that operate in the same size range as the business in question (e.g. $1M-$5M). The market dynamics and associated legal norms are different at each size range, so its important to get one that is appropriate to the business you are buying or they will frustrate negotiations enormously. The second piece of this is to find one with relevant industry experience. A lot of online business transactions can get into trouble by offline lawyers failing to understand the asset class properly. Make sure your lawyer understands the fundamentals of online businesses and has successful transaction precedents in the space. 2 years of industry specific and 5 years of general transaction history is ideal.
Once you have a lawyer you’re happy with, there a couple of practices to follow. Firstly, don’t look to reinvent the wheel. Do not have your lawyer draft legal documents from scratch (and be weary if they suggest this), templates that are customized to the deal terms are absolutely fine and standard. Secondly, you want to ensure your lawyer has a problem-solving mindset from the outset. Rigidity on all deal terms can create major issues towards the closing stages of a deal (legal is usually done after DD is signed off) and quite often deals are killed by lawyers that refuse to negotiate any terms. Its important you and your lawyer adopts a problem solving approach during this key stage of the deal.
Happy to answer any other questions you might have in relation to his deal.
Hello
It is great hearing that you business is doing such a sale. Congratulations.
You could have a contract Lawyer as at this current state you would not like to spend on a full time Lawyer who hurts your pockets as a fixed expense.
A Lawyer should be trust worthy so I would suggest having one from your contacts and references.
If the need is really very urgent you should look for the options, meet them personally, express your needs, understand their workings and if you feel all you queries were solve then appoint one of them as a contract Lawyer.
As the type of business isn't mentioned I would suggest someone having:
1. Business and partnering agreements
2. Click-through and Web-wrap agreements
3. User agreements and terms of service
4. Website development agreements
5. Software licenses
5. Privacy policies and related disclosures
6. Advertising placement and insertion orders
7. Co-marketing and distribution arrangements
8. Web hosting agreements
9. Content licenses
10. Application service provider agreements.
Now as per your requirements kindly find one.
All the very best for your future.
You just need a Business Attorney. Call Mark Kaufman in NY. Great guy. If he can't help you he will redirect you to someone else.
I am adding information below that I have shared with others.
If you were looking for a doctor, you would go to a hospital. If you were fishing you might use worms even if worms disgusted you. You would not use ice cream to catch a fish for obvious reasons. Understanding this is the key to marketing. And understanding marketing is the key to get whatever you want in life or business.
For investors, try contacting owners of existing similar companies. They have more money and experience than you. Have them sign an NDA when possible before discussing your business proposition.
So, here are several of my marketing solutions:
Bonus:
Here is $10,000 worth of information for free and in a nutshell. (each of these proven concepts could actually be worth millions of dollars in the right hands.
I like your idea. As a matter of fact, I will go so far as say, it is a great idea. So...don't give up. But don't keep beating your head against the wall either. You have to get over the wall.
You have to quit focusing on marketing and sales tactics and focus on a strategy. How do you to this? You have to come up with a really solid USP. Why would a customer choose you over others similar companies? Find the answer to this before you continue with your marketing strategy.
Secondly, you need an irresistible offer.
Thirdly, you need to give an unbelievable guarantee. By doing this and following the directions below on pre-launch and launch you should be a lot closer to getting real solid customers.
I didn't come close to inventing the pre-launch or the launch. Concert goers are very familiar with winning concert tickets by calling into radio stations or winning vip treatment, or back stage passes, lunch with a star, the list goes on.
Likewise, if you look at "professional wrestling," the whole fitting before the fight is just a pre-launch. PT Barnum was doing this for circus goers over 100 years earlier. And I can only imagine the pre-launch of the Romans for the Gladiator Fights.
In more recent history, every type of business from Retail Stores to Real Estate companies have used multiple pre-launch techniques. Believe me, tourists are bombarded with Condo deals when they visit Disney Land.
This is similar, but different from lead generation (I don't have the enough space to discuss this powerful technique here). But I use both of these techniques in my own businesses including offering a free information packed newsletter and encouraging my clients to move up my sales latter because it is best for them. Most do move up the sales latter as their ambition and drive increases. Some move all the way up from the very beginning. Both benefit from this, one just takes longer to receive the benefits. Others will never take a chance on becoming successful.
Okay, more to your pre-launch campaign for SaaS. Simply, come up with a taste of what you have, ask a serious question and answer it. At the end of the end of the first "answer and solution" set the potential client up with another problem that is very familiar to them. Tell them that you have the answer. Follow this technique several time. I believe most do this repetition 2 or 3 times, but a famous golfer has sent me literally dozens of how to videos in order for me to take the bait.
You might think that giving the answer to a solution makes your product less valuable and your opinion less valuable. If you think that, you would be wrong. Heck, look at what I have given out in this answer. My experience is if you give you will receive. That is if you know what to give, how much to give, and how to receive.
I am not trying to sell you on calling me. Most people frankly cannot afford it. Really, I am pretty busy with my businesses and consulting. However, I need more info before I could have a greater impact in helping you.
Most solutions involved this: Ask, Ask, Ask, then Ask again.
Concentrate on the 3 M's. There are actually 7, but 3 will do for now. These are Market, Message, and Media. They come in that order.
Who is your target market (customer, clients, buyers, users, etc.)?
Tailor your laser focused message for this target market.
What is the best media mix to get your message to that market?
Here's what you do...first, make it an offer that is so incredible that they cannot resist. Secondly, do all the work for them. Make it so easy to make the purchase now that they can do it virtually without effort. Thirdly, give them an incentive to act right now. Fourthly, offer an almost unbelievable guarantee. Fifth, offer a bonus for acting now. There are many other incredible steps, but these steps should help the novice to the professional sell anything.
Whether you are selling B2B or B2C, you have to focus on selling to only one person. You can actually sell to one person at a time while selling to millions at a time. They are one and the same. Don't get off track, what we call digital marketing selling is just selling in print. And that has not changed since Cluade Hopkins wrote "Scientific Advertising." Really long before he wrote the book.
The secret to success: I have had the pleasure of knowing and working with some of the biggest names in business, celebrities, actors, entrepreneurs, business people, and companies from startup to billion dollar operations. The number one reason for their success is doing what they know and love while doing it in new, creative, and innovative ways.
Ask, Ask, Ask. Have thick skin and learn from each "mistake." In a short while, the market will tell you what you need to do and who and what you need to ask. But get started now even if that just means asking a contact on LinkedIn.
While you are thinking, think big and think of something at least 1% better, newer, or different. And being cheaper is not a winning strategy.
Make decisions quickly and change decisions slowly..unless you are actually going off a cliff.
Remember these two 11 letter words...persistence and consistency. They are two of the most important tools ever invented.
Even better yet, remember my 411 Rule of Achievement – It consists of (4) eleven letter words for super achievement (also an 11 letter word). Here it is, my 411 Rule of Super Achievement:
Persistence and
Consistency can change even the smallest
Possibility into a big time
Probability
Persistence + Consistency =
Possibility Probability
By the way, I get a lot of people asking me if I can take phone calls for free (a free sample). Sorry, I can’t. I respect Clarity.fm and what they are trying to accomplish.
Treat everybody you talk to and everybody you meet (including yourself) like each is your number one million dollar customer.
Remember this for most people who really want to achieve a dream:
First: Your dreams are important and those who don’t support and believe in your dreams either don’t understand your desire and ambition or they have some other reason (many times reasons they themselves don’t understand) for not wanting you to spend the time and effort necessary to achieve your dreams.
Secondly: If you haven’t achieved your dreams and goals so far, it is not your fault. I know that this goes against what you usually hear, but it is true. Stop blaming yourself. You have a whole world of obstacles that are truly the blame. You only need to figure out how to go over, go under, go through, go around, or go with these obstacles in the direction of your dreams.
Thirdly: Fear is normal, but don’t give into it. Use it to motivate you and guide you.
Fourth: You are right; there are probably some people who don’t want you to succeed.
Fifth: Keep this in mind, there are people competing to get their first, do more, have more, invent what you are considering inventing, or simply trying to win. Believing in yourself and what you are doing is part of a strong recipe for winning over your competition.
I also always suggest that everybody at every stage work with a coach, mentor, or consultant. Heck, it works for Tiger Woods, every team in the NFL, the NBA, and etc. We all need guidance and support.
Best of luck,
Take massive action and never give up.
Michael
Michael Irvin, MBA, RN
www.michaelvonirvin.com
PS – Many people have “Upvoted” my answers. Thanks to those who do this. I really appreciated.
Related Questions
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What is a good/average conversion rate % for an e-commerce (marketplace model) for customers who add to cart through to purchase order.
There is quite a bit of information available online about eCommerce conversions rates. According to a ton of sources, average visitor-to-sale conversion rates vary from 1-3%. This does not mean the Furniture conversions will be the same. The bigger problem is that visitor-to-sale conversions are not a good data point to use to measure or tune your eCommerce business. All business have some unique friction factors that will affect your final conversion rate. It's very important to understand each of these factors and how to overcome them. The best way to measure and optimize is to take a conversion funnel approach. Once you have defined your funnel you can optimize each conversion rate to better the total effect. For example: Top of the funnel: - All web site visitors, 100,000 / month First conversion: View a product page, 50% of all visitors Second Conversion: Add to Cart, 10% of people who view products Final Conversion: Complete Checkout, 80% of people who put items in a cart In this example we see that only 10% of people who actually view products put them in to a cart, but 80% of those people purchase. If you can figure out why visitors are not adding items to their cart and fix the issue to increase the conversion rate, revenue should increase significantly because of the high checkout rate. You can use free tools like Google Analytics to give you a wealth of information about your site visitor and their behavior or there are some great paid tools as well.DM
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I'm looking to get off the Yahoo platform. Shopify seems to be nice, and BigCommerce just looks like a slightly better Yahoo. Thoughts?
Shopify is best use case for $0 to $1M ish, depending on product line, how many transactions that makes up, and if their are some custom things that are not possible on Shopify that realistically lead to huge gains that would cover more costs of a custom solution with something like magento. I recommend Shopify to everyone starting out. That's what we used at Diamond Candles up until about a $5M run rate. We were/are growing quickly so we hit a point where payoff of customizing checkout flow, add of social sign on, etc. that could not be done because of Shopify, would cover and surpass costs of a more custom option. Best to think about this simplistic example. View the ecom platform market in about 3 buckets. 1. Starting out: $0-$1M ish 2. Wow looks like you have a business: $1M-$20 or 50ish 3. You are/could be publicly traded: $50M+ Take a look at usage #'s for market share size from independent third party analytics tools from Builtwith: http://trends.builtwith.com/shop/Shopify/Market-Share http://trends.builtwith.com/shop http://trends.builtwith.com/shop/hosted-solution Just because something is found on the web more isn't the full picture. Ie. I could make a blogging platform and have a bunch of scripts and bots install it on millions of domains and I would have majority of the market for blogging platforms (ya that would take a while and isn't a realistic scenario but you can get the point). Providers dominating the different categories by companies in those areas actually doing volume and being succsessful? 1. Shopify, BigCommerce, Volusion, Magento GO, 2. Magento (varying editions), Yahoo Stores, Symphony Commerce 3. Demand Ware, GSI Commerce, Magento (varying editions) At the end of the day a good illustration goes like this. A truck and a moped are two different things. A truck is not trying to out 'moped' a moped and a moped not trying to out 'truck' a truck. They are both perfectly suited to different applications, situations, needs, and circumstances. The same goes with who you choose to handle your ecom platform. For 2-3 search for internet retailers first 500 and second 500 lists. Pull off all ecommerce companies doing between $10-$50M as an example. Use the builtwith.com chrome toolbar to tell you what platform they are using. Hire someone for $2 an hour via odesk to make a spreadsheet of everything and the make a pretty little pie chart. Now you know what each revenue volume level chooses as 1, 2, 3 preferred platforms. Option 3 as a side note but very important one, is primarily a platform and commerce as a service model with companies like Demand Ware and GSI Commerce leading the market with platform and services including but not limited to customer service for the brand, fulfillment, marketing services, website product photography etc. Their pricing models are based on gross revenue share. ie. SportsAuthority.com does $100M online this year, GSI takes 30% of that to cover everything. (I am not sure who Sports Authority uses, just an example) You can almost pick any traditional brick and mortar retailer and if they have a website where they sell things, they all do, GSI or DW are the people behind the scenes running the call centers, shipping etc. Diamond Candles, my company, who started on Shopify decided to not go with a the market dominating option of Magento for a few reasons. One of which being upfront cost for an agency or on staff magento CTO type. We decided to partner with a newer entrant, Symphony Commerce, which blends the 3rd category model of platform plus service. Rev. cut is significantly smaller than providers in category 3, but still get benefits of volume savings on shipping volume, scalable customer support that can handle rapid growth and occasional spikes without us having to worry about scaling or implementing best practices, and a fully customizable platform as a service so to speak that doesn't require us to have in house tech but where we are essentially renting part time ecommerce engineers from with resumes that list Google, FB, Twitter, Magento, Amazon, etc. So in summary. If you are <$1M in revenue just roll with Shopify. Greater than that but less than $50M ish then I would recommend looking into Symphony. If Symphony is interested in letting you in then you won't have to incur the upfront costs of an agency or implementation and you will have an ongoing partner equally incentivized i your long term success financially which I prefer as opposed to an agency model which economically is incentivized to offer a one time finished product and their revenue is not tied to my financial success. It is the closest thing to an equity partner while returning our full equity.JW
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I want to start an ecommerce business that imports goods from India to sell in the U.S.. Where in the world do I start re: tax/legal implications.
TAX is US. For export paperwork (free tax delivery) is India. Use business location may in delaware for lower state taxML
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Are promissory note installments considered capital gains? I'm selling my website and would love insight on the financial details.
Yo are talking apples and oranges. Capital gains are related to your basis not the form of payment. If you are a cash basis taxpayer, you pay taxes when you receive cash beyond your basis. We can help you with structure.JH
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How can I make a small, profitable business on Wordpress?
It sounds like you have plenty of skills to get started now. There's no need to keep re-training in different areas when you have experience to get started today. My suggestion would be to pick a niche and try and become the go-to guy in that particular niche. Let's say, for example, you are interested in men's fashion. You have experience in creating Wordpress ecommerce sites. You could call up maybe 10-15 of the local businesses in that niche in your local city/state and offer to make their website and get them in on a set-up fee and then a monthly maintenance retainer. This approach would be lower stress (because it's something you're interested in) and also because you could create a methodical framework that you could apply to other businesses in that niche. That's just one idea. Second idea - create a course on WooCommerce development and put it on Udemy (or Coursera etc). Note down 10 of the biggest obstacles you've had to overcome when building sites for friends and family and then note down 10 of the most important considerations people should consider before people get started. Now you've got 20 video lessons for your course. Charge for the course on Udemy or use it as a marketing tool to get more b2b development work. Idea 3: Go make money on freelancer.com, peopleperhour etc. Perhaps you've tried this already? Skills like yours are in demand on those platforms. Idea 4: Take the things I noted in the second idea above, and turn it into a handbook. Sell that book via Amazon. Idea 5: Go on Tweetdeck. Create a column that searches for people who are using keywords like "Wordpress woocommerce issue" "Wordpress woocommerce help" "WordPress woocommerce problem". Give them your clairty.fm link and tell them you'd be happy to have 5 minute discussion to see if you could help them resolve their problem. Idea 6: Find 10 major theme development companies. Sign up to their help or support forums. Do a similar thing to what's noted above on Twitter and offer to have a quick call via clarity.fm to see if you could help. Idea 7: Go down the route of finding existing Wordpress/Woocommerce blogs. Write posts for them about specific WooCommerce issues, problem solving or project management tips. Do this with the aim of improving your inbound consulting gigs. Idea 8: Do the exact opposite of whatever those friends are telling you. Idea 9: With your skills you could easily start a dropshipping company. I won't go into all the details here but just start looking at sites like Clickbank or Product Hunt to get a feel for something you're interested in. Build your site and start dropshipping products. https://www.woothemes.com/2015/06/dropshipping-beginners-guide/ Wordpress consulting alone, yeah it's probably quite competitive, but that doesn't mean there aren't plenty of opportunities for revenue. I think you will be even more motivated, successful and less stressed if you pick a niche industry, product or service to focus on. Enjoy it!SC
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