What are the quick tips for standing up a digital B2B marketplace?

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.

Fast growing, UK B2C SaaS doesn't really give me enough information. The most critical piece of information is your revenue/growth rate or valuation. That's going to determine both who your potential acquirers are and who the best type of firm is to help you sell. M&A firms tend to be broken into four big groups, generally based around size: full service investment banks, boutique investment banks, M&A advisors, and business brokers. At the top are Full Service Investment Banks. These are firms like Goldman Sachs, Morgan Stanely, JP Morgan, etc. They work on the biggest and most complex deals, usually nothing less than $1 billion in transaction value (their 'midmarket' teams will do $500M transactions occasionally, but not often). They also tend to offer more than just advisory, including providing funding, other capital markets transactions, banking services, etc for massive corporations. When Dell was taken private by Michael Dell and Silver Lake, bankers from Barclays and Parella Weinberg advised them. JP Morgan Chase advised Dell, the company. Barclays was also one of the four banks to provide the $15 billion in loans to finance the deal along with Bank of America Merrill Lynch, Credit Suisse and RBC Capital. Parella Weinberg is an example of the next level down - a boutique investment bank. Boutique investment banks tend to focus on larger transactions as well, usually in the $300MM-$50B range. Some firms, like Parella Weinberg, Jeffries, Moelis, etc will be the boutique bank attached to a very large deal like the Dell deal. Most often though, boutique banks are running their own transactions in the $100MM - $1B range. Boutique banks also tend to focus on a few industries where they have expertise or will have teams of bankers focused on specific industries for mid-market companies. Piper Jaffray and Cowen both have Technology, Media and Telecom (TMT) focused banking teams, for example. Boutique banks won't provide financing most of the time, unless they're a merchant bank, as they're specifically focused on helping you close a deal. Below boutique banks is a group of people called M&A advisors. They'll often refer to themselves as investment bankers, but in most cases they aren't actually registered with FINRA as an investment bank. Or they will be registered, but through a different firm. M&A advisors tend to work deals in the $20-100MM range, though they will occasionally work larger deals. Typically the larger, more complex deals are run alongside a boutique bank, in some ways similar to how boutiques will run alongside a full service bank. Once you get to this level of advisor/banker, there starts to be thousands of bankers who all have different expertise. Some of the advisors used to work at boutiques or full service banks and decided to go out on their own so they have very good contacts. Others started out in a very small advisory and have worked their way up. You're going to want to make sure you really vet their contacts and understand what deals they've *closed* in the past (not just worked on). GrowthPoint Technology Partners is an example of a good bank of this size that is focused on technology deals. M&A advisors tend not to have a lot of deals happening at once, so they'll spend more time with you helping you value your business, structure the pitch deck, etc. The bottom rung of the ladder is what are called business brokers. Brokers tend to be more focused on volume than strategic buyers. They're going to help you widely advertise that your business is for sale and then will help you manage the process of dealing with buyers. Relative to the other options, they're going to feel a little bit more like a real estate agent. A technology example of this is FEInternational. They'll help you sell your website/business by advertising it widely to other individuals who would potentially be interesting in buying from you. Their average sale prices are in the $100k - $10MM range. At this level, they'll have expertise helping you close the deal, but mostly as a straightforward transaction. It's unlikely to be a stock for stock sale or have any complexities other than some sort of escrow and a bit of due diligence. One of the best ways to figure out how you should value your business, who you should be chatting with, and how to get the most value for your business would be to work with Axial (http://www.axial.net). They have a network of 20,000 investment bankers, private equity groups, and corporations. Axial has put together a very good guide that will help you better understand your options, what you should be doing next, etc as you prepare to sell: http://www.axial.net/forum/ceo_library/ I hope that helps. I'm happy to chat more in-depth if you have further questions, just connect with me here on Clarity. Good luck selling your business.

It is difficult to give you a clear answer without knowing more about your company and product. Are you looking to sell or just want someone to advise you on what/how to do it?

I think the best place to start is your startup's net worth which includes all assets, the salaries of your staff, and total sales. Say for instance, your business' net worth is $300,000. That's a good middle ground starting point, but your price to this other company can rise or drop from there. The next step would be to study your competitors and see if you can estimate their approximate net worth. If you can research about 3 to 5 companies in your competition and space, take the average, so the average could be $450,000 for instance. Next, have several meetings with this company and see how bad they really want you and how far they are willing to go to acquire you. When I say several meetings, you need to really see what they are willing to pay and compare it to your net worth and average net worth of your competitors. You may be able to go higher from there and let this company negotiate your price down. Be prepared to show them the average net worth of your competition and yours, but only show them the higher figure so they can negotiate your price down. Have an absolute lowest price that you are willing to go to sell. Good luck. Bruce

This is a question that requires far more than a simple 10-minute answer, as due diligence is an extremely complex subject and only having a few "quick tips" would put you in a very vulnerable position. Generally speaking though, the key areas that you would want to focus on (depending on the type of the web business that you're about to buy) are: * Financial verification - make sure to verify all income and expenditure, and never rely on screenshots or video proofs, as these are easily faked. Always require either live access to accounts/books or schedule a real-time screen sharing session with the seller. * Make sure to fully understand the business model and its sustainability. This is easier said than done but it's perhaps the most important aspect of DD. You need to be able to make sure that the business is an actual, viable and sustainable business, rather than a fly-by-night website. I've written about this in length here: http://bryanoneil.com/the-most-important-website-due-diligence-question-that-buyers-rarely-ask/ * Take a very thorough look through the site's analytics (preferably you should request live access to its Google Analytics account) and make sure everything is in order. Also take a thorough look through the site's traffic sources and ensure that they're sustainable. * Validate the claimed owner responsibilities so that you wouldn't end up buying a business that's actually a full time job. Sellers often misrepresent this part so it's important to perform a sanity check and ensure that the claimed hours match the reality. But as I said, there's far more to due diligence than that. I've published a fair number of articles about this in my blog (http://bryanoneil.com) that you would probably find useful, but I would still recommend you to either do a lot of reading up on the subject, or to speak to a professional. As for trustworthy brokers - I'm obviously a bit biased here as I run a brokerage myself (Deal Flow - http://dealflow.flippa.com/), but apart from us the other two larger brokers are Quiet Light Brokerage and FE International. I'd recommend you to steer clear from brokers who either have too many listings (as that's an indication of sub-par vetting standards and therefore low quality listings), or brokers that haven't established themselves in the industry, as those newer brokers are rarely experienced enough to be able to properly validate the businesses that they list, and are often desperate to complete deals, leading them to intentional misrepresentation. Hope this helps! Bryan