Intangible Assets Integral to Transaction Negotiation Strategy

February 14th, 2017. Published under Business Transactions, Intangible asset strategy, Transaction negotiations and intangible assets.. No Comments.

Michael D. Moberly February 14, 2017 A business blog where attention span really matters!

Management teams’ who commence negotiating a business transaction based on a strategy which has been framed predominantly, if not solely, on the content of a (conventional) balance sheet and/or financial statement, which as noted here, are variously dismissive of – omit acknowledging contributory role, value, and competitive advantages produced by IA’s (intangible assets) will lead (unnecessarily) to impasses and/or ‘walk-aways’. Both rise in probability when either party enters a negotiation absent benefits of being operationally familiar with the IA’s that will inevitably be in play!

True, IA’s are seldom, if ever reported (accounted for) in conventional financial statements, balance sheets, or valuations. Such omissions (under or non-reporting of IA’s) are tolerated because accountants, auditors, valuators, tax, and legal sectors are obliged to interpret – report IA’s in accordance with the various standards-statutes set forth by relevant state-federal regulatory-oversight bodies, academic disciplines, and professional association certification. Operationally, these obligations, given their origins in statutes and standards, translate as predispositions to conceive- apply IA’s in quite narrow contexts, and perhaps worse, are likely to be characterized as mere conglomerations of undifferentiated goodwill. Please note, for the record, ‘goodwill’ is but one (single) type or category of IA.

Of course, those perspectives about IA’s stand apart from the broader – more expansive context for addressing – executing on IA’s espoused here which solidly originate in the economic fact – business reality that 80+% of most company’s value and sources of revenue, etc., lie in – emerge directly from IA’s. This economic fact should not go in-noticed or under-estimated, particularly when negotiating most any transactions’ value, competitive advantages, sector standing, and future performance.

Achieving operational familiarity with IA’s in advance, warrants attention here and now because anyone with responsibility for negotiating a business transaction, but commence it, absent familiarity with IA’s will surely find themselves, and whomever they represent, negotiating with an incomplete portrait of the other parties assets, how those assets will be (are) in play, and can influence (negotiation, transaction) outcomes, i.e., success, sustainability, and profitability, or failure. This oversight (neglect, dismissiveness) can also serve (unnecessarily) as entrees upon which (negotiation) confusion, distortions, unsubstantiated generalities, impasses, and walk-aways will undoubtedly occur.

So, in my judgment, business leadership and management teams that have achieved IA operational familiarity in advance of a transaction overture, i.e., they recognize the presence, contributory role, value, and competitive advantages produced by IA’s, will clearly have a strategic (lucrative, competitive) advantage. This is particularly apropos as growing percentages of industry, trade, and commerce, globally, originate from IA intensive and dependent businesses.

With respectful confidence, the clarity, differentiation, performance measuring, and valuing of IA’s advocated here and recognized as (transaction) negotiation requisites, will sure to lead to more lucrative, competitive, and sustainable (project, transaction) outcomes, whenever, however, or wherever IA’s, are in play.

On the other hand, when-if transaction negotiations, preliminary or otherwise, are undertaken absent leadership-management team acknowledgement for IA development, contributory value, competitive advantage, materiality, and risk, etc., will likely experience outcomes that produce substantially less value, revenue, competitiveness, and sustainability that projected and desired, which frequently translates as some level of failure and unnecessary squandering of resources with little or no return.

Prudent objectives for business leadership and transaction negotiation management teams are to…

• acquire sufficient operational familiarity with key (operational) IA’s of
their firm, but equally important, the firm(s) in which interest is being

• of course, learning how to do this objectively and distinguish
the relevant from the irrelevant are essential in terms of efficiency,
effectiveness, and framing strategy-tactics and values.

Respectfully, it’s worth noting again, if IA’s are omitted, dismissed, or otherwise deemed irrelevant to a (business transaction) negotiation in which IA’s and tangible-physical assets will be bought, sold, traded, etc., but subordinates the IA’s in play to convention and/or past practice, it’s likely outcomes will be measurably less lucrative, competitive, and sustainable, but carry higher risks, as they otherwise could.

On the other hand, correctly identifying IA’s in play, whether it is for strategic-tactical planning, decision making, and/or negotiations are not responsibilities relevant only to Fortune-ranked firms. Instead, IA’s play clear and important roles in small and medium-sized companies, businesses, and start-ups!

Leave a Comment