How to keep customers buying the operating business

The main advantage of buying existing business - it is the presence of regular customers, bringing, as a rule, 50-60% of revenue. Also at the disposal of the new owner of the company pass a variety of databases, research results, software and other intangible resources. In this case, there is a risk that a former business owner, not only would lead to bring their favorite clients (many businesses tied to the personality of their owners), but will use the Legacy methods. No wonder buyers of legal or consulting firm, pr-agency or creative office interested in the opportunity to share responsibility for business with its former owner. On the options tell the experts. Privacy and competition Irina Maroushko, partner at the law firm: - Getting ready business with intangible assets, to reduce the risk of diversion clients have resorted, for example, provisions on the prohibition of activities that compete with selling the business and the obligation not to entice customers. They are fixed in the contract for purchase of the business and are known as non-compete and non-solicitation. There are a number of other provisions that help protect the business with its acquisition. This practice came to us from abroad, foreign law contains various conditions for the application of such rules. In Ukraine, such provisions do not find the regulation (except in special cases, in particular, the provisions of the franchise), and may even be regarded as contrary to law. In particular, domestic law prohibits the actions and agreements that restrict competition in the market. I do not know the jurisprudence that would give guarantee compliance with these provisions. Therefore, there is a risk that in case of dispute the court may take the side of the former owner and a verdict that this agreement has no legal basis and is invalid. You can certainly count on the fact that the owner purchased the business values ??its reputation and fulfill obligations. Nevertheless, solely on the reputation of lawyers and can not seek additional ways to protect the interests of the purchaser of the business. There is no universal recipe, it all depends on the specifics of the purchased business. For example, some non-material aspects can be regulated under the protection of confidential information. Non-disclosure and patent Alexander Subbotin, a lawyer: - Acquisition of the company engaged in the provision of services - risky procedure. After all, most of its wealth - accumulated customer base, which is not an asset, and it can seamlessly copy. And any guarantees in the contract will not be saved. After all, for example, having a customer base, the old owner can easily make a commitment not to work with former partners and quietly stay in the shadows, controlling the business through third parties. In any case, we must understand that the treaty guarantees - this is just a measure to reduce risk, not its exception. In the event of adverse effects, covered with a guarantee, you still have to go to court. But buying a ready legal or auditing business in general does not make sense. After all, these companies are valued only at the expense of their staff (as an intangible asset). All customers are tied to well-known experts (or partners) whom they trust. When a client care worker loses automatically. But to oblige the employee can not quit. And the Labour Law does not impose the obligation to move to the former owners or to a similar position will not work. Therefore, there is also a risk that employees will open a similar business with a customer base and the various developments. You can protect yourself by signing a treaty with them in advance not to disclose confidential information, while having carried its customer base to a commercial secret of the enterprise. This works, as employees become financially and criminally responsible. Also in the contract about buying a business can prescribe the obligation for the former owner that he would not poach staff. But again, this point is akin to "gentlemen's" agreement. If we talk about big companies services, in addition to its customer base still has control systems and services (which formed the model for years and they almost kept the business). And to ensure that the old owner will not be any use, you can, if they are patented. Long-term contract and intellectual property Dmitry Morgun, CEO of law firm: - Market research, customer and contractual framework, model documents - ensure that the former owner will not use them, no. Even if we speak from a legal point of view, the Civil Code (Art. 6) gives us the opportunity to enter into contracts with the old owner, who does not provide both types of obligations in civil rights legislation. In other words, you can enter into a contract whereby the seller guarantees that he would not use any single object of the intangible benefits, which transfers to the new buyer. You can even prescribe a system of penalties (the amount is not limited, by agreement of the parties). But further legislation such intangible benefits are no longer protected. Parties would have to somehow resolve their relationship in the field of contract law, to those provisions as they deem necessary to the security of their business. Namely: tightening the system of penalties, damages (lost profits, direct injury), the issue of moral hazard. Criminally or administratively liable to attract the seller is almost impossible (Commercial Court does not prove a violation). Protect themselves from clients can not leak, so you need to intelligently approach the purchase of the business. Thus, the seller of the enterprise, there are contacts with the clients of the firm and the buyer must determine for themselves the conditions for termination and long-term data contracts. If they prescribed conditions of unilateral termination by the customer, the seller does not cost anything to divert them from the new owner of the business. He simply asks to terminate the contract with the company and renegotiate them. Civil-law obligations nobody can force business entities (customers) do not engage in these or other contractual relationships. However, if the contract with clients such long-term (3-10 years) and the possibility of unilateral termination of these contracts is not, then it can already be considered a guarantee that the client base will have a new owner. If the client at the request of the former owners will initiate any termination of contracts, the buyer has the legal right to sue the customer and former owner. And the law will be on the side of the new owner of the company. Also, if the business has intellectual property rights (management systems, developed software, copyright, patent), the Civil Code provides for some of the nuances of transition objects of intellectual property. On the assurance of their safety can not worry.