What Can Make A Business Sale "Wobble" | Michael Scherini & Judy Zhang

In this discussion, Michael Scherini from Scherini Lawyers and Judy Zhang from Dealflow Business Advisory break down the key factors that make business sales succeed — or completely fall apart. They explore why clean financial records, organised documentation, and proper preparation are critical before taking a business to market. Judy explains how buyers assess profit and loss statements, cash flow, balance sheets, and tax records, while Michael highlights the legal risks that emerge when deals are rushed or poorly structured. The conversation also dives into due diligence from both the buyer and vendor perspective, including how sellers should assess whether buyers actually have the financial capacity to complete the transaction. They discuss common deal-breakers such as unrealistic pricing expectations, slow communication, vague agreements, stock valuation disputes, unclear warranties, and confusion between asset sales and share sales. Michael shares insights from a commercial litigation perspective on where transactions commonly unravel, while Judy explains the importance of staff continuity, business culture, lease transfers, and managing emotions throughout negotiations. If you are buying or selling a business in Australia, this episode offers practical insights into avoiding costly mistakes and ensuring smoother transactions from preparation through to settlement. Subscribe for more conversations with leading Australian legal, finance, business scaling, and business advisory professionals. ----------------- Our services at Scherini Lawyers include: commercial, business & corporate legal advice and transactions, employment & workplace relations, property, leasing & planning, personal injury, building & construction, criminal law, dispute resolution (litigation), contract disputes, and other related areas of law. Reach out to Scherini Lawyers : Ph. 03 9961 3149 [email protected] ------------------ Judy Zhang has successfully facilitated the settlement of more than 90 business transactions over a 36-month period, demonstrating extensive experience across industries including car washes, laundromats, motels, liquor, entertainment, supermarkets, and more. She has strong expertise in business valuations, negotiations, and deal structuring, Judy combines strategic insight with an established network of buyers and sellers to deliver seamless and successful transactions. Reach out to Judy Zhang at DealFlow: https://dealflowba.com.au/ [email protected] Ph. 0482 020 797 ------------------- #commerciallaw #businesssales #MelbourneLaw Disclaimer: The information provided in this video is for general informational purposes only and does not constitute professional advice. While we make every effort to ensure the accuracy and relevance of the content, it should not be relied upon as a substitute for consultation with qualified professionals. Each business situation is unique, and we recommend seeking tailored advice that considers your specific circumstances before making any decisions regarding legal matters. Scherini Lawyers and its guests disclaim any liability for actions taken or not taken based on the content of this video. --------------------- Chapters: 00:00 – Why organised financials matter 00:22 – How messy numbers reduce business value 00:46 – Due diligence for buyers and vendors 01:08 – Checking a buyer’s financial capacity 01:41 – Where business sales usually fall apart 02:33 – Unrealistic pricing and communication breakdowns 03:25 – Legal issues that create disputes 03:55 – Stock value, warranties and restraints 04:17 – Asset sale vs share sale explained 04:44 – Managing fast-moving transactions properly 05:00 – Why structure matters as much as price 05:39 – Staff continuity and successful handovers