Noel starts by asking Peter to give a brief overview of Financefair’s decade supporting Irish SMEs as the funding landscape continues to evolve rapidly.

Noel Winters (NW):

2025 was Financefair’s tenth year in business, congratulations! Tell me about Financefair’s early days, and journey over the past ten years.

Peter Brady (PB):

Thanks very much, Noel. Last September we marked our ten-year anniversary. Ff started by solving a very simple problem – post GFC lots of great businesses were being underserved by traditional banks, it was easier for Banks to say no rather than look at how they could support their growth. My Co-Founder, Helen Cahill, spent her career on the Treasury side of banking helping SMEs manage FX & interest rate risk – my background was in Finance – but from the other side of the fence. So, we had both seen first-hand how good businesses struggled to access growth funding. That was the genesis what was then called InvoiceFair a Platform that connected SMEs with institutional capital via Technology. We began with a single product: single invoice funding. From my previous experience using invoice discounting with banks, I understood the restrictions around concentration and geographies. If a business had a small number of large customers, or customers overseas banks often restricted funding. We took a different approach and focused on funding individual invoices instead of the entire debtor book. That reduced friction for businesses and gave them access to more flexible and larger amounts of funding.

Over the last 10 years, we’ve evolved significantly – diversified our funding base, innovated our product offering, leveraged the power of data in underwriting and monitoring and built institutional-grade risk processes.

NW:

From being in business ten years and looking at SME Ireland daily, what differences are you seeing in SME Ireland over that period, and what are the main challenges that you are seeing for business owners?

PB:

One of the main things that has changed is how businesses generate revenue. Previously, businesses relied heavily on invoicing and waiting for payment. Now, many businesses have shifted towards predictable recurring revenue models. . These provide more certainty and predictability and ultimately drive more value in the long term.

The growth of technology businesses has accelerated this shift. Many modern businesses don’t have physical assets to pledge the ones that banks traditionally lend against. Lending has become more focused on cash flow and revenue generation rather than physical collateral. For Funders like us, this means understanding the drivers behind revenue and understanding, early on, how the business works. Our products developed as this landscape evolved where businesses shifted towards recurring revenue models and scaling business in sectors that were asset-light but growing quickly.

NW:

And that leads us on to due diligence. Describe the typical due diligence process for Financefair. What kind of data points do you examine before extending credit?

PB:

An important part for us is the use of technology and data tools to get as much information as early as possible before you have a discovery call with the clients. The most crucial part of the call, however, is understanding how the business works. How does the company generate revenues ? How will the company be profitable? How will the company grow their business, what are the levers and do the management team have the capability to deliver that growth?

Once we understand the business model and the management team and we identify the risks and mitigants, we then use technology to access financial data. This includes read-only financial integrations – open and accounting banking data along with credit rating agency data. Open banking data has been a game changer for us because it gives real time visibility into cash flow, which is critical for assessing and monitoring risk. We also analyse the context behind financial metrics. For example, a balance sheet item might look negative, but on review could represent quasi-equity rather than debt.

NW:

From my experience, pillar banks use traditional metrics such as a three-year track record when assessing businesses. That track record is not there for early-stage businesses. What do you look at in those scenarios?

PB:

For early-stage businesses, we focus heavily on clarity of the business plan, quality information and operations readiness. Then we look at customers – the most important asset a company has, and banks often overlook this. We look at customer quality and mix , sales pipeline, conversion timelines, and the strength of uniqueness of the value proposition strength.

For revenue-based finance, we typically fund based on predictable recurring revenue. Funding increases as revenue grows, which reduces risk and aligns funding with business performance. It’s all about landing those early customers and having total focus on the revenue number month on month.

NW: The term ‘alternative lending’ is often used to describe the type of finance that Financefair provides, what does this mean?

PB:

Alternative lending is generally understood as non-bank lending. It is typically faster and more flexible than traditional bank funding. From our perspective, it gives access to diversified funding. The advantage of that is you’re able to take on board different risks; banks usually lend from their own balance sheet, which limits risk. In our model, we can match different risks with different funding sources and spread that risk across multiple funders. This diversification allows us to support businesses that may not fit traditional lending models. Ireland has a structural gap in SME funding due to limited banking competition. Data-driven lending and diversified funding sources help to address that gap.

NW:

Financefair’s model is gearing towards relatively early stage and scaling businesses, therefore, a riskier profile of lending. Do you experience much default within your portfolio?

PB:

I’d love to say, no, we get everything right. Our default rate has been very low, typically below 0.5%. This is not because we’re brilliant at underwriting. It’s all about the relationship and the understanding of KPIs in each of those businesses, which signal performance changes early. These might include customer churn, return on advertising spend, or operational metrics. For example, I worked with someone in manufacturing who tracked waste by how often they replaced scrap bins. That single metric gave them early visibility into production issues. So, that’s how we manage those types of risks. It’s all about openness and transparency.

We monitor a small number of meaningful KPIs for each business. This allows early intervention if performance begins to change. The strength of the balance sheet is not why a business fails. Good businesses fail only for one reason: they run out of cash. Understanding cash flow and business drivers is critical to managing risk.

NW:

Are you seeing any trends developing in any sectors regarding credit appetite?

PB:

I see a lot of Irish businesses in the data centre space that are doing well in the Nordics and Northern Europe. There’s a lot of growth in that area. The credit underwriting is very different from what’s typical in Ireland, because there are a lot of other risks in those countries such as very strong unions. You need to make sure you’re on side with union agreements, deductions and pay rates. That’s something you must be able to get access to and to be able to underwrite.

Irish businesses are becoming increasingly international, particularly in sectors like technology, data infrastructure and MedTech. We have funded a lot of companies that got traction in the US so it will be very interesting to see what happens now in the US market during the Trump regime.

NW:

Have you seen any changes in that environment?

PB:

The only changes we’ve seen were the introduction of tariffs at an early stage. It was interesting for us from a risk perspective. You can look at your portfolio and think there’s no problem there, but you really need to understand the supply chain and the impact of tariffs, and you need to understand how easy it is for them to disintegrate. Can you easily move somewhere else where tariffs might be lower? This is something we are much more aware of.

NW:

What does the future hold for Financefair?

PB:

Our primary focus is on growth and on broadening and deepening our funding mix so that its competitive, but also flexible – enabling us to meet the needs of scaling businesses in 2026. We’ve recently added two European banks, and we have a lot of institutional funding on the platform as well. As we scale, we can support large and more price sensitive SME requirements.

We also want to continue providing fit-for-purpose funding. Traditional funding products have not changed significantly over time. Our focus is on adapting funding to match modern business models and revenue structures.

NW:

If you were to offer one piece of advice to someone starting their scaling journey, what would that be?

PB:

I think the most important thing is to focus on business growth rather than fundraising. I’ve seen young, smart entrepreneurs focus too heavily on raising large amounts of funding early when what they should be doing is looking to get a funding line that is directly related to their growth.

When businesses focus on building revenue and profitability first, they often make better decisions. They also retain more ownership when they eventually raise equity funding, because their valuation is higher.

Fundraising is a huge diversion of time and it’s not what a business starting out should be concentrating on. It’s about getting your message, your products and your channels in place.

Until next time.

Financefair was founded by Helen and Peter, combining deep experience from both sides of the funding challenge to solve one of the biggest problems facing growing businesses: access to working capital. Frustrated by how often potential was being held back by inflexible funding, they set out to build something better. For more information, go to Financefair’s website here.

The post Advice, Due Diligence and the major asset banks overlook: Peter Brady appeared first on Fitzgerald Power.

With a three-decade track record of backing visionary founders, Delta is where Amy leads investments in early-stage companies across diverse sectors and champions entrepreneurs who are shaping the future and building high-impact businesses. She serves on several startup boards and is a vocal advocate for a more inclusive tech ecosystem. In a previous life, she was Senior Vice President at Mastercard, where she led the global fintech team and founded the award-winning Start Path programme. Originally from the UK, and now based in Dublin, she has over two decades of experience in technology and venture investing and holds a PhD in Computational Linguistics.

I began by asking the basics.

Jennifer Power (JP):

Thanks for joining me today, Amy. For those who might not know, what exactly is venture capital, and how does it differ from other funding types like angel investment or bank finance?

Amy Neale (AN):

Venture capital (VC) can seem like a black box, so it’s useful to explain the business model. We raise funds from investors who want a small portion of their portfolio in a high-risk, high-return asset class, for example, promising technology companies. We then put that money to work across a portfolio of around 20–30 companies with the potential for very high returns. But only a small proportion will deliver those outsized returns. The returns come only when we achieve an exit — through a trade sale or IPO.

Most importantly, investors gain access to opportunities they wouldn’t typically reach themselves — from global sovereign wealth funds and government agencies to pension funds, family offices, and successful entrepreneurs.

JP:

How does a founder know if VC is right for them, and if a VC is the right fit?

AN:

Founders need to ask two key questions. The first is, “Is this the type of business VCs back?” VC-backable companies target large global markets and build strategically significant technology that could be acquired or listed. Many brilliant businesses aren’t suited to VC, simply because their market isn’t big enough. The second is, “Am I comfortable having co-owners?” Taking VC means selling equity, meaning you no longer own 100% of the business. You’re bringing in partners aligned to a long-term exit outcome. Even in early conversations, we discuss where the company could go and potential exit paths.

JP:

And obviously, the founders need to be aligned with the VC that you are moving to this event at the end of the term, whether it be exit or IPO; everybody must be very clear, I imagine?

AN:

Absolutely. And you know, there are different types of venture capital investors at different points along the journey. At Delta, we focus on early-stage investment, pre-seed, seed, and Series A. This is the phase where founders are building their product, securing their first reference customers, achieving product–market fit, and starting to shape what the business could look like at scale.

Even at this early stage, we’re having conversations with founders about the long-term potential of their company and where future exit opportunities might arise. For venture-backable businesses, it’s never too early to think about this.

JP:

From your experience and with Delta, are there specific sectors or industries that you focus on, or are you agnostic to that?

AN:

We are primarily focused on the Irish market. While we can invest internationally, most of this fund is dedicated to Ireland. We believe that to be a successful early-stage investor in the Irish ecosystem, you need to take a generalist approach, looking across sectors and segments.

Our focus is on backing outstanding teams and allowing them to define the problems they want to solve. That said, at Delta, our strong preference is for B2B technology. This is where we spend most of our time: supporting companies developing technologically innovative solutions where the end customer is another business.

JP:

Let’s talk about the investment process. Could you give us some insights on how it works from pitch to funding?

AN:

As a VC investor, I have a few key responsibilities. The first is to find fantastic founders who are building great businesses with big visions. I make it my mission to be everywhere and meet as many founders as I can. Most VC funds in the Irish market operate similarly, so as a founder, you’re likely to come across investors through the networks you’re building yourself, which is hugely important. So, it typically starts long before you’re actively fundraising. That first connection might be a coffee six months earlier. When the founder is ready to raise, we’ll meet and review a pitch deck that explains the problem, the solution, why the market is large, and what early traction looks like. We then move into due diligence, researching the market, speaking with customers, reviewing metrics and modelling scenarios. If everything holds up, we issue a term sheet, summarising key deal terms. Timing varies hugely; it can be very fast if the fit is strong or if there’s competition for the deal.

JP:

What mistakes do founders commonly make in their pitch decks?

AN:

So, I always think that when I’m reviewing a pitch deck for the first time, I need two takeaways. “What do you do?” And, “Why should I care?” Founders often overcomplicate the explanation of what they do. Make it so simple that your grandfather would understand! We see hundreds of companies, so we must quickly understand what map we’re on.

Then show why it matters: a big, uncapped market with real change happening and customers ready to buy globally.

JP:

And obviously, that global expansion piece is critical to that bit.

AN:

Absolutely, Ireland is not a big enough market for the types of exits that we’re trying to direct ourselves towards

JP:

What should founders understand about a term sheet?

AN:

A term sheet does two things. It defines the deal, the investment amount (and expected total round size), valuation and resulting equity ownership. It also defines governance going forward, which covers board composition, decisions requiring investor involvement, information rights, and employee option pool expectations. Getting alignment early avoids expensive legal work later. Some clauses cover unlikely but important “nuclear scenarios.” We want clarity so that once signed, we can all get back to building the company.

JP:

Once VC money is in the business, how do things change?

AN:

Day-to-day operations shouldn’t change dramatically; execution against the agreed plan is key. But when challenges arise, there’s a wider set of stakeholders to help strategise. We typically join the board and act as a sounding board, bringing experience from many companies. CEOs can sometimes feel alone; we provide supportive but honest challenge. It’s not giving up control — it’s gaining partners in success.

JP:

How early in the journey do you start speaking to the founders about exit plans? Is that something that you’re talking about from day one, or is it more of a let’s-see-how-it-goes?

AN:

We ensure alignment before investing, but we don’t constantly discuss exits. In the early years, success comes from commercial progress — customers, product proof points, market positioning. Smart founders keep potential acquirers aware of them, but weekly exit talk isn’t helpful.

JP:

And if projections aren’t being met, what happens?

AN:

Startups rarely follow the plan exactly. We may support follow-on funding if there are good signals, customer traction, strong pipeline progress, or meaningful product milestones. At times, companies must make tough choices to extend their runway. Our reserves exist so we can add fuel when momentum is real.

JP:

If a founder expects to raise VC investment in 12–18 months, what should they do now?

AN:

Build relationships with VCs and the wider ecosystem: Enterprise Ireland, professional advisors, accelerators, incubators, and university spin-out teams. Ireland is a small, well-connected network – use that. And build the business. Engage in deep customer understanding, tangible product progress and early validation of sales motion. We need to see the ability to take something from concept to reality.

JP:

Final question: What’s the one thing you wish every founder knew before entering the world of VC?

AN:

It’s a long-term relationship. You’ll speak with your investor monthly, if not more, for 5–8 years. Make sure it’s someone you trust, someone you’d feel comfortable calling when things go wrong on a trip to the West Coast. We fall in love with the companies we invest in. We take time to decide because we want to know we can work well together.

Jennifer Power:

Amy, thank you so much. You’ve truly demystified all things VC.

Located on Stephen’s Green, Delta Partners helps Ireland’s entrepreneurs to ensure solid foundations at the early stages of business building. To find out more about them, or Amy, you can visit their website here. 

The post Demystifying Venture Capital Investment: Amy Neale appeared first on Fitzgerald Power.

Noel Winters (NW):
Peter, thank you for taking the time to discuss a fundamental document in the legal process of what is, for many, a once-in-a-lifetime event: the purchase or sale of a business. Firstly, what is a Share Purchase Agreement, and when is it typically used?

Peter O’Neill (PON):
It’s the cornerstone of most corporate transactions in Ireland. Essentially, an SPA is a legally-binding contract setting out the terms under which shares in a company are bought and sold. It may cover the entire share capital of a company or just part of it. The agreement provides a roadmap for completing the transaction and allocates risk between the buyer and the seller.

NW:
What are the essential clauses every SPA should contain?

PON:
While no two SPAs are identical, there are some clauses that are common across all SPAs. Typically, the document begins with introductory and definitional sections and concludes with boilerplate clauses. If we think of the SPA as a body, those sections are its skeleton that underpins everything else. The heart of the document is the purchase price and payment terms, which determine how, when, and under what conditions money changes hands.

NW:
How are the purchase price and payment terms usually structured in an SPA?

PON:
The payment clause is one of the first sections that both the buyer and the seller should focus on. It must accurately reflect the commercial agreement reached between them: how much is being paid, when, and on what basis. Even if a term sheet or heads-of-terms haven’t been formally documented, the SPA should record the true commercial intent. The clause should also outline what you’re going to pay, when you’re going to pay it and on what basis you are paying that sum. Without that information, the payment clause is not detailed enough and needs to be redrafted.

NW:
The term of phrase “purchase price adjustment”. What is this? And how is the purchase price adjustment clause typically structured? I think people believe once a price is agreed, it’s set in stone…

PON:
The price is often based on a valuation which is arrived at after engagement with firms like Fitzgerald Power. A purchase price adjustment mechanism allows the final price to reflect the company’s actual financial position at completion. Because the price is often based on estimates of working capital, debt, and cash, it’s rarely exact. Completion accounts are therefore prepared after the deal closes, showing the true figures. These are compared to the estimates, and a ‘true-up’ payment is made to increase or reduce the purchase price accordingly. This ensures fairness and accuracy for both parties.

NW:
What is an earn-out, and in what situations might it be used?

PON:
An earn-out clause is a provision whereby the seller will be or may be entitled to a future payment if the target company achieves certain milestones or targets. This is becoming increasingly common, particularly where there’s uncertainty about future profitability or where key individuals from the seller’s side will remain with the business.

Another reason why an earn-out will find its way into an SPA will be if there is a fundamental valuation gap between seller and buyer. An earnout will be useful to overcome that gap and allow the deal to proceed, and it will be payable if the company performs in line with what the seller has indicated.

NW:
Do you often see them in SPAs?

PON:
Yes, they have become much more prevalent in the last few years. It could be because of macroeconomic uncertainty or market nervousness. In Irish M&A, you often have indigenous companies being acquired by international players, and now those international players want to preserve the goodwill that the Irish individuals have in the locality and in the business. The earn-out is an effective way to ensure that person continues to have an interest.

NW:
And a buyer seeking to preserve value leads me directly to my next question. What kind of restrictive covenants are common, and how enforceable are they?

PON:
Restrictive covenants are very interesting. They protect the buyer’s investment by preventing the seller from immediately competing with the acquired business. Common examples include non-compete and non-solicit clauses. Under Irish law, these covenants must be reasonable in scope, duration, and geography to be enforceable.

Courts scrutinise restrictive covenants closely, and if they are too broad, the clause may become unenforceable, and there will then be no restrictions on what the seller will do. Each covenant should therefore be carefully tailored to the specific business and transaction.

NW:
What’s the difference between a warranty and an indemnity, and how are they negotiated?

PON:
Warranties are statements of fact about the target company, given by the seller to support the buyer’s valuation. If a warranty proves inaccurate, the buyer may bring a breach of warranty claim, but only if they can demonstrate that they have suffered a loss. It’s not enough that the warranty was technically breached or inaccurate.

By contrast, indemnities are used sparingly in Irish SPAs, usually for specific, identifiable risks uncovered through due diligence or disclosure between the buyer and seller, such as ongoing litigation with uncertain outcomes. They are tightly negotiated and reserved for situations where the risk cannot be otherwise addressed before completion. For example, there might be a big litigation case that the company is involved in, and the outcome is unclear on the date the share purchase completes. An appropriate indemnity might be, whatever the outcome of the case is, that the seller has to reimburse the purchaser for the money that the company may have to pay in relation to that case in the future.

NW:
So, what are the most heavily negotiated terms within an SPA?

PON:
Warranties, indemnities, and the purchase price are always central to negotiation. Beyond those, the limitation of liability provisions is one of the other most heavily negotiated sections. Sellers seek to cap their exposure, set time limits for claims, and establish minimum claim thresholds to avoid trivial disputes.

Another section of the SPA that attracts attention is the conditions precedent clause, where the agreement is signed, but the seller might be expected to undertake certain actions before the transaction actually completes. Ultimately, it’s about agreeing on where the appropriate risk should be balanced between the buyer and the seller.

NW:
What common mistakes or red flags do you see when reviewing SPAs?

PON:
The biggest mistake is treating SPAs as ‘one size fits all.’ Every transaction is unique and deserves a bespoke agreement that captures the commercial intent of the parties. Overloading the document with unnecessary warranties or recycled clauses can slow down negotiations and distract from real issues.

Another common problem is failing to align the legal drafting with the commercial deal. This is where a tailored approach is useful. The document reflects what the parties actually agreed.

NW:
Does that tie into your own approach when negotiating warranties or indemnities on the sell-side vs. the buy-side?

PON:
That’s it exactly, it’s all about commercial intent, not just for myself but for the Irish Market. Generally, in the Irish market, SPAs have become a lot more sophisticated and tailored. When drafting an SPA, you need to use plain language and avoid ambiguities. You need to anticipate any disputes after the SPA has been completed, and all that feeds into the type of documents we’re drafting for our clients.

NW:
Have you ever seen a deal fall apart due to SPA negotiations? What happened?

PON:
Yes, unfortunately, I have, though not necessarily due to the legalities of the SPA, but rather because of specific commercial risks identified during due diligence. In one case, due diligence uncovered a material commercial risk that the seller refused to indemnify. There was no meeting of minds, and the deal couldn’t proceed. Typically, when deals collapse, it’s because the commercial positions are too far apart rather than flaws in the SPA.

NW:
How has your approach to drafting or reviewing SPAs evolved over time?

PON:
My approach has become more focused on clarity and commercial intent. SPAs today are more sophisticated and tailored than ever before. The best ones use plain language, avoid ambiguity, and anticipate where disputes might arise. Drafting with foresight, understanding the commercial drivers and likely points of tension, is what separates a good SPA from a great one.

NW:
Any final advice for buyers or sellers approaching their first SPA?

PON:
Initially, an SPA can seem like a very intimidating document, but if you’re unfamiliar with its structure or its terms, lean on your professional advisor. They can explain it in plain language and break it down to basics so that you’re able to understand and appreciate what it is you’re signing up to. For many people, it’s a once-in-a-lifetime event, and you don’t want to be looking back at it with regrets.

Try to find measures or provisions that will address any specific concerns about the deal. Provisions will only be good if they’re going to be workable for both sides. Ask questions, and challenge what’s in the document until you have a document you are happy with.

We hope you enjoyed the read. Until next time!

For those looking to learn more, our Expertly Put series, which sees members of the team talk to leaders in their field to explain meaty topics, can be found here. To be added to our mailing list to receive these articles directly to your inbox, or indeed anything else, please get in touch today.

The post The anatomy of a Share Purchase Agreement: Peter O’Neill appeared first on Fitzgerald Power.

Jennifer Power:

Brian, thanks for joining me. Let’s start with the basics. What’s the first tax-related decision a business owner should consider when preparing for a sale?

Brian Kelly:

Thanks Jennifer. One of the most important early decisions is whether the sale will be structured as a share sale or an asset sale. This choice has significant implications for both the seller and the buyer, not just in terms of tax, but also in terms of risk, flexibility, and commercial outcomes.

For sellers, share sales are often more tax-efficient. They may qualify for reliefs like Retirement Relief or Entrepreneur Relief, and stamp duty is only 1% versus 7.5% on assets. The buyer also acquires the company as a going concern.

However, asset sales can be more attractive to buyers, and in some cases, they may be the better option for sellers too. Buyers often prefer asset deals because as they allow buyers to pick and choose assets, avoid historic liabilities, and potentially claim capital allowances. Asset sales also allow for more flexibility in structuring the deal. For example, the seller might retain certain assets like property or cash reserves, or exclude specific liabilities. This can be useful in partial exits or where the business includes multiple divisions.

That said, the downside for sellers is that asset deals can trigger multiple tax charges (Capital Gains Tax (CGT), corporation tax on stock, VAT, and higher stamp duty), and sometimes even a double tax charge if the company sells assets and then distributes the proceeds to shareholders. So, while asset sales offer commercial and structural advantages, they can be more complex from a tax planning perspective.

Ultimately, the choice between a share sale and an asset sale depends on the nature of the business, the buyer’s preferences, and the seller’s tax position. Early advice is essential to model both scenarios and determine the optimal structure.

JP:

What kind of reliefs are available for an individual selling shares in a trading company or a sole trader selling their business to help reduce the tax bill?

BK:

There are a few key ones. Entrepreneur Relief allows you to pay CGT at 10% on gains up to €1 million. Retirement Relief is another important one, especially for business owners aged 55 or over. It can eliminate CGT entirely, subject to lifetime thresholds. For disposals to third parties, the thresholds are €750,000 for those aged 55–69 and €500,000 for those aged 70 and over. For disposals to children, the threshold is €10 million for those aged 55–69 and €3 million for those aged 70 and over.

Entrepreneur Relief, on the other hand, reduces the CGT rate to 10% on gains up to €1 million. It’s available to individuals who have owned qualifying business assets for at least three years and have worked in the business in a managerial or technical capacity for three of the last five years.

Where both reliefs apply, the taxpayer can choose which relief to apply.  However, you can only apply one relief per transaction, and using one can eat into the limits of the other. That’s why timing and deal structure are critical – sometimes splitting a sale between a third party and family can help maximise both.

JP:

That sounds complex. What kind of planning should business owners be doing?

BK:

It really comes down to understanding your long-term goals and structuring your exit accordingly. For instance, if you’re considering a sale to a child, you might want to ensure the value doesn’t exceed the €10 million retirement relief threshold to avoid triggering CGT. If you’re selling to a third party, you might want to keep the consideration under €750,000 to qualify for full Retirement Relief. And if you’re expecting a larger gain, you’ll need to think about timing and how to maximise the reliefs.

Another example is transferring shares to a spouse.  If they work in the business they may be able to satisfy the conditions of Retirement Relief and / or Entrepreneur Relief.  However, if the transfer between spouses is done after the age of 55 it can reduce the lifetime thresholds for Retirement Relief.

One strategy we often recommend is the use of a hive-out. This involves transferring part of the business to a new company under a tax-neutral reconstruction, allowing you to separate different business lines or assets. It’s particularly useful for succession planning, external investment, preparing for a future sale, or separating the trade from property investments. If structured correctly, a hive-out can be done without triggering CGT, stamp duty, or VAT, thanks to various reliefs.

Hive-outs also allow you to isolate risks and maximise value. For example, if you have a trading business and a property investment within the same company, separating them can make each more attractive to different buyers. It also helps ensure that the sale of one part doesn’t affect the tax treatment of the other.

JP:

In respect of hive-outs. Are there any risks to be aware of?

BK:

Absolutely.  A hive-out is a form of corporate reconstruction where part of a business is transferred to a new company, typically to separate different business lines, facilitate succession, or prepare for a sale.  When structured correctly, hive-outs can be tax-neutral under Irish legislation.  These relieving provisions allow for the deferral of CGT, stamp duty relief, and the transfer of assets at tax-written-down value.

However, the hive-out must be done for commercial reasons and not just for the avoidance of tax.  A determination issued by the Tax Appeals Commission in February 2025 offers a cautionary tale.  In that case, the taxpayer attempted to use a share-for-share exchange to transfer shares into a holding company just before a sale.  The relief was denied because the transaction failed two key tests.  Firstly, the paperwork wasn’t fully compliant, and secondly, the transaction appeared primarily tax-driven, given it happened just before a sale.

This case highlights that even if a hive-out is commercially justifiable, it must be executed with precision, and preferably well in advance of commencing any sales process. The documentation must be clear, contemporaneous, and compliant with the statutory language. And the taxpayer must be able to demonstrate that the transaction was not primarily motivated by tax avoidance.

JP:

What about due diligence? What should sellers be doing before they go to market?

BK:

Buyers will look closely at VAT compliance, payroll, corporation tax filings, and any outstanding liabilities. Being prepared for the tax due diligence process is essential.  You don’t want surprises at the eleventh hour. In a recent webinar, we also highlighted the importance of tidying up employment contracts, resolving property title issues, and making sure your financial records are clean.

Sellers need to be prepared for the sale process. Ideally, this starts at least two years before any transaction. That means conducting a thorough internal review, identifying and resolving any issues, and setting up a well-organised data room. The data room should contain all the key documents, financials, contracts, tax filings, regulatory licences, so that when the time comes, you’re ready to move quickly and confidently.  It is always reassuring for a buyer when they see a seller who is on top of all the key financial, legal, and tax issues.

JP:

Let’s talk about valuation. How does tax come into play?

BK:

Valuation is one of the most sensitive and strategic aspects of any sale. It’s not just about what the business is worth – it’s about how that value is structured and taxed. In our recent webinar on pharmacy deals, valuations were typically based on maintainable earnings (EBITDA) and a sector multiple of 4–6, with adjustments for net assets and property. Unlike most sectors, pharmacy sales usually don’t involve a working capital adjustment. For any SME, it’s vital for owners to understand the sector drivers and work on improving them well in advance of an exit.

From a tax perspective, the structure matters. In a share sale, the buyer acquires the whole company, including liabilities, and the seller pays CGT (usually 33%, with reliefs like Retirement or Entrepreneur Relief potentially reducing this). Stamp duty is just 1%.

In contrast, an asset sale involves the buyer purchasing specific assets – such as stock, goodwill, or property – directly from the company. This can trigger multiple tax charges, including VAT, income tax, and CGT. Importantly, the stamp duty rate on asset sales in is 7.5%, which is significantly higher than the 1% rate for share transfers, although certain assets may be exempt or outside the scope of stamp duty.

Another key factor is inherent tax.  This essentially refer to tax liabilities which a company may suffer if it were to ever sell its assets.  For example, if the value of the company premises had increased significantly since it acquired the asset.  A share sale will not trigger a tax charge on that property, nor will the buyer get a step up in its base cost.  Buyers will discount for this hidden tax cost in the company. So it is important to factor this into your thinking.

Sellers should be aware of this dynamic. If your company has significant inherent tax, it could reduce the price a buyer is willing to pay. That’s why we always recommend a pre-sale tax review, ideally two years before the transaction to identify and address any issues before they become deal-breakers.

JP:

When should business owners start thinking about tax?

BK:

Honestly, the earlier the better. Succession and exit planning should be part of your long-term strategy, not something you scramble to do when a buyer shows up. Ideally, you’d start thinking about it at least two years before a potential sale. That gives you time to restructure if needed, optimise your tax position, and ensure you qualify for the relevant reliefs.

But it’s not a one-time exercise. Circumstances change – your business grows, your family situation evolves, and legislation shifts. That’s why it’s important to revisit your tax plan every few years.  A structure that worked five years ago might not be optimal today.  Regular reviews with your tax advisor can help you stay ahead of the curve and avoid costly surprises.

JP:

That’s a lot to digest. Final thoughts?

BK: Selling a business is a major milestone. It’s not just a commercial transaction, it’s a tax event. With the right planning, advice, and structure, you can significantly reduce your tax exposure and make the most of the opportunity.

Whether you’re selling to retire, reinvest, or simply move on to the next chapter, it’s worth taking the time to understand the tax landscape. And don’t wait until the deal is on the table, start planning early, ideally at least two years in advance. That way, you can optimise your position, avoid common pitfalls, and ensure a smooth and successful exit.

We hope you enjoyed the read. Until next time!

For those looking to learn more, we recently published a three-part white paper series, called Strategy360, which go through the process of preparing for and selling a business.  They are on our website if you want to review here.

We are also hosting a webinar in October with Brian and Noel Winters, our corporate finance partner, to walk through these strategies in detail from a financial and tax perspective for an SME.  Please get in touch or sign up to our mailing list if you want to be included.

Sign up for Strategy 360 white paper series:

Part #1: Future Proofing Your Business – Why Strategy Comes First. 

Why focusing only on the short term risks resilience and long-term value – and how the Strategy 360 framework can help.

Part #2: Powering Success – How Finance and Operations Drive SME Growth. 

Exploring how better financial systems and operational discipline turn ambition into sustainable growth.

Part #3: From Growth To Legacy – Exit and Tax Strategies for Business Owners.

How early exit readiness and tax planning protect and maximise your business value.

The post Tax considerations when selling your business: Brian Kelly appeared first on Fitzgerald Power.

Deciding to sell your pharmacy business can be a little daunting, particularly if it’s been in the family for a number of years. However, it’s nowhere near impossible, and can regularly be the best decision you’ve ever made. As with most decisions in life, preparation and due diligence are key when it comes to a smooth process. For the rest, we’ve spoken to Laurence Gavin, who recently sold his business, Park Pharmacy, about his experience with the process and to share his insights.

Noel Winters (NW):
Laurence, having recently sold your business, could you take us back to the beginning of your journey into pharmacy ownership? What inspired you to pursue ownership rather than remaining an employee?

Laurence Gavin (LG):
From the outset, my ambition was pretty clear: I wanted to complete my pharmacy degree and ultimately own a retail pharmacy. I grew up on a farm, and from a young age, I was involved in the commercial side, buying and selling livestock. I enjoyed making a profit; I have always enjoyed that commercial aspect of the work. So owning a retail pharmacy business was the perfect blend for me of my professional role as a pharmacist and patient care, and also having that commercial side to my work.

NW:
What do you believe were the key milestones in growing your business?

LG:
I think in the early days, because of the cost of acquisition, you’re very focused on managing debt, which can feel nerve wrecking. However, this is a challenge that time will naturally resolve. I was very focused on costs and keeping them to a minimum was a priority. As the business grows, the challenges evolve, and they can be around adequate staffing levels to support growth in the business and transitioning from managing a smaller team to managing a larger team.

NW:
How has your role evolved over the past 19 years as the business has scaled?

LG:
At the beginning, I felt that I was very engaged with the customer base, and our volumes were lower, allowing for more dedicated time dealing with our patients. As a result of the success and the growth of the business, my time as the owner, manager and supervising pharmacist was consumed by other things. Things like HR and, increasingly over the past 19 years, the heavier regulatory demands. Running a busy community pharmacy now involves a substantial administrative burden, which has snowballed through various arrangements and schemes, resulting in this highly admin-heavy system.

NW:
Let’s discuss the sale of your business and the valuable lessons it offers. I’m keen to learn when you decided to sell and the reasons behind that decision.

LG:
My primary goal was to own and successfully build the pharmacy business. Fortunately, with the support of excellent individuals, including advisors, staff, local professionals, and loyal customers, we achieved that success. Reaching that point felt like I had reached my goal. In the years leading up to the sale, analysing the accounts with you confirmed that I had maximised the business’s potential. I also realised I had reached a plateau; I wasn’t sure how to further grow the business and felt I had taken it as far as I could. Therefore, I felt I had accomplished my objective, and it was time to pursue a new challenge.

NW:
How did you know it was the right time?

LG:
I don’t know if you ever know it’s the right time. And I think it’s important not to become fixated on whether it’s the right time or not. What I did know was that it was a good time for me. I had brought the business to a point that I was happy with it and proud of it, and happy to sell it. And having looked and taken advice, it was a sensible decision for me, both from a commercial and a lifestyle point of view. It’s not all about the numbers.

NW:
How did you find potential buyers, and did they approach you, or what process did you run on it?

LG:
Prior to the sale, we received unsolicited approaches from various parties through letters sent directly to the store. Despite having many such letters over the years, we had not been actively approached by any individual party in person. After deciding to sell and considering the financial and lifestyle implications, I engaged professional advisors. Given our long-standing relationship with Fitzgerald Power, we initiated discussions with you and the team and received clear guidance on navigating the process. This led to a clear path for identifying potential purchasers and the process, and that’s how it transpired.

NW:
Once negotiations conclude, a preferred bidder (or bidders) is selected to proceed with the due diligence process. How was that experience?

LG:
Due diligence was lengthy, comprehensive, and at times, a little frustrating. But the advice from the legal and accountancy professionals was, listen, this deal won’t proceed if any of these issues remain unanswered. So my advice to anyone embarking on it would be just get on board with it. It is long, it can seem tedious, it can seem repetitive, it feels that you may be answering the same questions in many different ways, but it is necessary and it protects the purchaser and the seller in the process, and the seller from any comeback after the sale.

Probably the biggest challenge with the due diligence was having the time pressures of answering the questions and producing documents whilst running a busy retail pharmacy. In running the busy retail pharmacy, I feel you wear many hats; you’re the owner, the manager, the HR person, the pharmacist… You’re a lot of things to a lot of people. And this process, because it’s all carried out in a confidential way, you are taking on another role. You have to do all of this stuff and find time for it on top of your many roles already.

NW:
Thinking back to your initial expectations of the sales process, was there anything that surprised you once you had experienced it firsthand?

LG:
I think most of the pharmacy-related stuff, reporting, accounting, contracts, and agreements, were all pretty much as expected. However, there were a few surprises in some of the property elements of the transaction. I expected that to be more seamless, but when you get into examining title and deeds and the granting of leases, etc., that threw up a few queries that I hadn’t expected.

NW:
With the sale completed , how do you reflect on letting go of the company you built? Describe the day of completion and the week that followed.

LG:
I suppose I always had a very clear view that it was a commercial business and a commercial asset. And I always separated Laurence the pharmacist from the pharmacy business that I was operating. So I viewed it as a commercial asset. And whilst I was, as I said earlier, very proud to get it to where it got to and achieve success in my eyes, I was happy that it was the conclusion of that process. I was opting to sell, choosing to sell and happy to do so. So what did it feel like afterwards? Again, it felt like success. It felt like we had achieved what we set out to achieve.

NW:
What’s life been like after?

LG:
Life has changed for sure. I still very much enjoy my role as a pharmacist, and I’m still active in that role. Pharmacy ownership can be all consuming, it is important to reflect on your role and realise that you don’t have to be in that ownership space.

It has been great to work in that way and to be solely focused on your professional role as a pharmacist without wearing any of the other hats that I mentioned earlier. So it has been really nice from a lifestyle point of view, in that there’s more time for many of the things that we all want more time for: family, friends, recreation.

NW:
Very good. And two questions in one, really… If you were to sell it all over again, what would you do differently? And in the same breath, what advice would you give any business owners who are thinking about selling?

LG:
If we were to do the sale all over again, I would suggest planning further in advance. I only actively engaged in the sale process 12 months before selling, but ideally, I’d suggest engaging 24 months prior to spread the workload. Obtain a due diligence template and understand its requirements. The concept of pre-due diligence seems particularly useful to spread tasks over time. Address any property issues in advance, as I mentioned earlier. Ensuring your financials and accounts are up-to-date is absolutely fundamental. Therefore, preparation and more time are key.

Regarding advice for business owners considering a sale, it’s crucial to operate your business as efficiently as possible in the pre-sale years, as you will only sell it once. Benchmark your position within your sector and identify areas where your EBITDA isn’t optimal. Consult with professionals to discover opportunities for improvement, as this number significantly influences the sales process and should be as strong as possible.

NW:
Thanks Laurence, brilliant advice. And great to chat to you.

LG:
You too. Any time.

We hope you enjoyed the read. Until next time.

The post How to sell a pharmacy – The pharmacists’ perspective: Laurence Gavin appeared first on Fitzgerald Power.

Mergers and acquisitions involving privately owned companies generally entail a number of key legal, business, HR, IP, and financial considerations, which need detailed understanding should you wish to navigate a sale.

However, they don’t teach you this in start-up school. And for entrepreneurs who never thought they’d be in this position, the amount of information that is necessary for them to know can feel overwhelming. Thankfully, we’ve got an expert in to divulge exactly what processes are worth your time, and what aren’t.

Jennifer Power:
The first question that I am really keen to delve into is, from your experience, what are the critical legal factors businesses should consider before entering into any sort of transaction, be that M&A or a sale? And how can they prepare for potential legal hurdles?

Joe McVeigh:
First and foremost, the business owner must be committed to the sale process and that this is the right option for them. A sale process should not be confused with succession planning or incentivising management or some other form of reorganisation. Once that commitment is made, then the focus should move to ensuring the company is as clean as possible and you need to identify and mitigate potential legal or commercial risks.

You mentioned potential legal hurdles, and that’s really the key concern. You need to consider what problems are going to arise here: Are my contracts in order? Is my statutory register in order? Are my financials accurate, appropriate and adequately reflect the affairs of the company? Are there hidden issues – what skeletons are in the closet? These things will invariably be exposed during the transaction. And if you’re hoping they are not discovered, they typically will be and this can have a detrimental effect by delaying or derailing the transaction.

I think once a buyer and a seller agree on a price, very often the buyer thinks they’re buying the most perfect company, and the seller thinks they’re selling the most perfect company – and neither of those are generally true!

JP:
It’s a good point because these things generally take so much longer than you initially think they might. For example, getting key customer contracts correct and in place could take months, not weeks. Sometimes it may not go to plan.

JMCV:
Absolutely. Even with a perfect buyer and seller, it can take months to reach heads of terms. You’ll be gathering information, conducting analyses, and negotiating. From signing heads of terms, the ideal timeline to completion is around two months, but that’s in a best-case scenario.For the seller, preparation is key. Clean up any property issues, ensure you fully understand what assets are being sold, and get your house in order. This helps avoid delays and price chips.

JP:
Due diligence is often very time-consuming. But what are the key areas that you see as being overlooked? And I think you probably mentioned a number of them there.

JMCV:
Property issues can typically add complexities to a transaction. People often assume everything is in order but when you look at the terms of a lease, title documents are missing or fire safety certificates or planning permissions are not in place, it can threaten the ability of the Buyer to finance a deal.

Employment is another key factor here. You are legally obliged to have written terms of agreement with every member of staff. So, it is worthwhile ensuring you have appropriate employment contracts in place, ideally with key terms clearly outlined and having post-termination restrictions in place, is crucial.

JP:
That kind of strikes me as being within the seller’s control to get organised, get their house in order in relation to those employee contracts.

JMCV:
Exactly. A quick call to your solicitor or accountant can kickstart the process. Consider it as investing in your business to maximise value and attract the right buyer. It’s about preparing the ideal asset.

JP:
So, what are some of the most common deal breakers you see in M&A transactions?

JMCV:
It really depends on the circumstances as every deal is different, but there are some principles to know which help avoid a deal breaking down. Firstly, understand your key deal breakers. What are the absolute non-negotiables for you? Being clear on these points from the outset will help streamline negotiations.

Secondly, listen carefully to your advisors, legal and financial. They have experience in these types of transactions and can identify potential risks and opportunities that you might miss. Don’t be afraid to ask questions and ensure you understand the implications of every clause.

Thirdly, be prepared to compromise. Negotiations rarely result in everyone getting exactly what they want. A willingness to find mutually acceptable solutions is often necessary to reach an agreement.

Finally, don’t rush. Take the time to properly consider each aspect of the agreement. It’s better to spend a little longer ensuring you’re comfortable with the terms than to regret a hasty decision later. It’s not uncommon for a client, whether buyer or seller, to push back and say their advisors won’t let them sign an agreement with a particular clause. It is important to have both a legal and finance team working collaboratively to support you throughout the transaction. Heed their advice, as they will have likely encountered similar situations before.

JP:
A lot of it is coming back to preparation. Maybe if you are coming to the market two, three months later than you had wanted, as you said, it might be time well spent.

JMCV:
Definitely, and we’ve had some clients who have done pre-due diligence, where we can have a conversation with them about their company, request a copy of their lease, title documents, see what contracts are in place with customers, suppliers and key staff. You get a feel for a company very quickly when they do that. So, I think it is very well spent time to try and address that, in what I would call the ‘pre-due diligence’ stage.

JP:
Okay, slightly different question here. For businesses seeking investment, what are the key legal differences between raising funds through private equity, venture capital and debt financing?

JMCV:
Debt financing is typically used by established businesses with strong balance sheets. You retain equity, but you may need to offer security, and it can be expensive.

Venture capital usually targets early-stage, high-growth companies. You give up equity, and VCs may take board seats or influence strategy. But remember: these firms expect only a few of their investments to succeed. You’ll need to work hard to be one of those successes!

Private equity tends to be more structured, PE firms aim to buy at one value and exit at a significantly higher value in 4–5 years. This can include replacing or transitioning management teams.

JP:
My next question is linked to that. What are the biggest legal risks founders and business owners face when fundraising, and how can they avoid the common pitfalls? So I suppose, with founders… It’s really, are they willing to give away that equity?

JMCV:
The main risk is loss of control. You may start by giving away a small percentage, but as you raise further rounds, you can lose leverage. Aligning with the right investors is critical — people who understand your business and bring strategic value.

Disagreements will happen. Founders must be resilient and willing to pick their battles. Sometimes it’s smarter to concede on a specific point to preserve the bigger picture.

JP:
And I think we live in a world now where it’s a lot more transaction-based compared to Ireland 10, 20 years ago. You can fail and bounce back and get going again.

JMCV:
Yeah, I think there was a lot of that. There has been a lot of stigma about that over the years, but certainly that’s fallen away. Having failures in your past invariably means that by coming through that you are more resilient and well able to deal with future challenges which will inevitably come your way.

JP:
You said something about forming relationships. It seems to be especially important if it’s a transaction where the founder is staying in the business. Knowing who the investor is and knowing what type of relationship you’re going to have, even if it’s not ideal from your perspective, but going into that relationship with your eyes open is important.

JMCV:
It is very much so. But also, it’s important to negotiate the legal terms of that relationship so that you have certainty regarding your respective rights and obligations.

From a legal perspective, it’s really important that you haven’t given away any easy leverage. The key is negotiating a fair relationship between the parties. And that goes to valuation, decision making, when further funding is required, potential exits, good leaver or bad leaver clauses etc. It is imperative to have certainty in your relationships with investors or fellow shareholders.

JP:
My next question is what legal terms should businesses pay close attention to in terms of term sheets and shareholder agreements?

JMCV:
I always think the most important thing is really to understand the consideration and the flow of funds. It really is all about the money! At term sheet stage, you need to know what you, or the company is getting paid? When are you getting paid? What is it conditional on? There needs to be clarity and certainty on the financial side, and again, that’s where we work with Fitzgerald Power, or any corporate finance teams to have that clarity throughout the term sheet and then into the share purchase agreement or the investment agreement or whatever the case might be.

I think having clarity as to what your rights and entitlements are, too is important. Does the investor have consent rights over various issues that you don’t? Does the investor have veto rights? If you’re a strong founder, you should have veto rights over certain matters. And then, exit rights – is there an option over your shares? How can that be activated? So really, the most important terms come down to value in terms of consideration and also control in terms of voting mechanisms, exits and decision making at board or shareholder level.

JP:
And having your team of advisors that you trust at that point is crucial, so that they’re bringing their experience to the table and almost playing devil’s advocate and telling you what you need.

JMCV:
Absolutely. They can be the bad cop. That way, you can maintain your relationship with your counterparty as a buyer or seller, but also say that my advisors are strongly recommending a particular position and you need the other side to compromise.

It is important to have a legal and finance team working together to support you in completing the transaction. Take their advice because they will have seen what has happened in similar circumstances before.

JP:
Final question to you. Have you guys seen regulatory trends, like ESG compliance, becoming bigger parts of the legal landscape for M&A and fundraising transactions?

JMCV:
I would say so on the property side, and particularly more with foreign investors coming into the Irish market. They are making ESG a necessity in their deals, so it is important to understand the ESG landscape and for you to incorporate some element of that into your business, if appropriate. We see it most commonly in the property side, where green leases try to reduce the environmental impact of property ownership and use It’s not, for now, front and centre in the transactions we face in this kind of market, however it is becoming more and more prominent for institutional investors, VCs and private equity Investors.

JP:
Our experience is probably similar. It’s not a deal breaker yet, it’s only beginning to creep into that SME space.

JMCV:
It is. Look, is it a fundamental thing, or are people just paying lip service to it? It’s becoming more and more prevalent, in deals at many levels. At what level in the market? That kind of remains to be seen.

JP:
That’s very true. Okay, Joe, we have answered all of my questions. Thank you so much for your time.

JMCV:
Thank you Jennifer, great speaking with you.

We hope you enjoyed the read. Until next time.

The post Legal considerations when getting a business ready for M&A / Fundraising: Joe McVeigh appeared first on Fitzgerald Power.

The term “founder” has been so romanticised by today’s media that many have come to think of it as a fantasy job. This is despite the fact that 45% of new businesses fail within the first five years. In the real-world, founding a business means several things. You’ll be busy, tired and under pressure for an impossibly long time. With all of this in mind, I sat down with founder, investor, non-executive director and mentor Niamh Sterling, to discuss these realities, particularly for the first-time founder.

I began by asking her about the tension between commitment and creating sufficient space to actually lead a startup effectively.

Niamh (NS):
Founders have to be fully invested in their startups, but they also need to have enough emotional detachment to make strategic decisions. You can be passionate about your business but still able to keep a clear head in stressful situations. This can be challenging, especially for first-time founders, when the emotional rollercoaster can add a significant amount of stress and critically impact their performance.  Great CEO’s and leaders tend to be very self aware, they have learned to manage their emotions, enjoy the wins but stay calm in difficult situations, they know their own strengths and weaknesses too, so they know when to seek advice, what’s within their control and what’s not – this allows them stay solution focused.

Stuart (SF):
Absolutely. It’s hard not to internalise the ups and downs when everything you’ve worked so hard for is constantly on the line. It’s draining.

NS:
It really is. Founders need to have tenacity and resilience. There can be a constant pressure to always be “on,” pitching investors, making crucial decisions, leading teams and showing confidence – that can be really hard when things aren’t going well. If a founder is emotionally overwhelmed, it can impact how they handle everything – from fundraising to making strategic decisions. This is where experience comes in. Second-time or experienced founders tend to be better at managing that emotional strain, they’ve seen it before – as a first time founder you often don’t know what’s coming next. I think discipline, domain expertise, time management, mentorship, and a strong support system are absolutely essential in managing the role well.. It’s not just about “toughening up”; it’s also about creating a trusted network of people who can help and advise you. That support can make all the difference, especially when you’re facing those challenging decisions.

SF:
Surely investors are looking for that balance too – someone who is passionate but also level-headed. I guess they don’t want a founder who is so consumed by the business that they risk burning out, right?

NS:
Absolutely. Investors want someone who can stay composed under pressure and think strategically. Burnout is a real risk, and if a founder is too emotionally involved, it can cloud their judgment and potentially impact the long-term viability of the business. Experienced investors can usually spot when a founder is headed toward burnout or making emotionally-charged decisions. They’ll often provide extra support, expertise and initiatives to encourage them to look after their mental wellbeing – investors want to see founders thrive and sometimes it’s about helping them find that balance.

SF:
Presumably it’s not enough to just have a great product or idea to launch a business. It’s about proving that you’ve thought through the challenges and have taken steps to mitigate risk and improve your odds of success.

NS:
Exactly. Founders should have a clear and deep understanding of their market and customer needs – even if their product/solution is still in the early stages. The point is to show that you’ve done the research, you’ve lived in your customers’ world, you deeply understand their pain points, and you’re obsessed with building a solution based on that insight.

SF:
How can founders do that effectively? What steps should they take to reassure investors and other stakeholders?

NS:

It’s all about demonstrating market need, and those early proof points can look very different depending on the sector. If your product isn’t fully developed yet but you already have early adopters in a beachhead market, that’s a strong signal. In SaaS, maybe your free trial model is converting users to paying customers at an impressive rate. In proptech, it could be customers successfully making the switch from legacy systems to your solution. For D2C, it might be brand loyalty shifts or in-app user adoption. In medtech, key proof points could be securing reimbursement codes or FDA approval. The question is: what’s the traction that de-risks this for investors?

SF:
And what about the founder’s experience? How important is that in the eyes of investors?

NS:
Founder experience and expertise is a big factor – investors look for a team with diverse skill sets and domain expertise – this gives an instant competitive edge.  If a team deeply understands their market – they have often lived with the pain points, searched for a solution, couldn’t find one and have now set out to build one.  Be it healthcare, cloud computing, middleware or SaaS, a founder with industry expertise knows who their buyer is in an organisation, has better technical alignment, understands market dynamics and buying decisions.  It’s important to remember though that; people invest in people – this is often an 8-10 year journey, so it’s important to have a shared sense of ambition, drive, honesty and collaboration.

SF:
So, it’s not just about past exits, but also showing you can bring your experience and expertise and the lessons you’ve learned to the current business.

NS:
Exactly. Investors are betting on the founder just as much as they’re betting on the idea.

SF:
What about the tension between focusing on rapid growth versus being profitable? Recently, we’ve seen a shift toward more sustainable business models, especially after the recent venture winter. How do founders strike this balance?

NS:
The landscape has certainly changed. Investors have become more cautious, and the focus has shifted somewhat from just chasing growth at any cost to achieving profitability. Companies that were once burning through cash to capture market share are now under more pressure to show that they can become profitable and sustainable businesses. It’s about finding the right balance – growth should be sustainable and lead to long term profitability.

SF:
I imagine that balancing growth and profitability isn’t always straightforward. How can founders approach this balance without sacrificing one for the other?

NS:
It’s about having a clear path to profitability, while still being mindful of your growth momentum. Founders need to focus on growth that aligns with their goals – invest for growth but keep profitability in sight – be disciplined in spending, optimise your business model, hone your marketing, resource well, manage operations efficiently.  Growth shouldn’t be aimless; it needs to be tied to a financial model that delivers profitability and sustainable success. Understand the unit economics that matter most for our business. Investors will still be interested in businesses that are growing steadily, as long as they can see the potential for long-term profitability.

SF:
With all of that in mind what are the most important metrics for founders to track?

NS: Founders should focus on metrics that matter most for their business eg ARPU, CAC/LTV ratio, conversion rates, manufacturing costs, gross margin, retention – know them, track them. If you can show that your business is acquiring customers at a profitable rate and that those customers are sticking around and generating long-term value, investors will see that as a sign that your business is sustainable. The unit economics needs to be in line with your growth model. It’s not just about top-line revenue; it’s about ensuring that every customer you acquire contributes positively to the bottom line in the long run.

SF:
Makes sense. It’s all about proving the sustainability of the model. Changing tack, what happens after investment is secured? How do founders manage investor relationships post-funding?

NS:
Transparency is key. Once funding is secured, founders need to keep investors in the loop with regular updates – good news and bad. Investors don’t like surprises, especially negative ones, so maintaining transparency is vital. The relationship should be collaborative, where both the founder and the investor are working toward the same goal. Investors know that startups don’t have a linear journey – they expect bumps along the way. As long as they’re kept informed and involved in solving problems, they’ll be more supportive. It’s about creating a strong partnership where everyone is on the same team.

SF:
And what kind of updates should founders provide? How often should they communicate with their investors?

NS:
It really depends on the business, but most founders I know do monthly updates. These are high-level updates that touch on the key areas: what’s working, what’s not, what progress has been made, where the challenges lie – and any asks of their investors. These updates keep investors up to date without overwhelming their inbox. For more detailed updates, a quarterly meeting is often more appropriate, where you can dive deeper into the financials, KPIs, and the longer-term strategy, but monthly updates are typically the baseline for most companies. Transparent and regular updates also shows that you’re on top of the business. But it’s also important to tailor the communication to the needs of your investors – some might prefer high-level updates, while others may want more granular details.

SF:
To try to summarise the key takeaways, is it fair to say that communication, managing growth sustainably, and being transparent are the cornerstones of a successful startup journey?

NS:

Yes, if founders have a customer-centric approach to product development that secures early adopters, develop a strong go-to-market strategy, focus on sustainable growth and managing investor relationships transparently – they are giving themselves a head start to success!

Until next time.

The post Real-world advice for startup founders: Niamh Sterling appeared first on Fitzgerald Power.

The two biggest decisions in an entrepreneur or SME owner’s life are the day they start their business and the day they exit. Usually, the seller will feel that they’ve brought their business as far as they can in terms of their business plan and enterprise value, but sometimes it’s simply a case of reaching the stage of life where they’re ready to retire.

Stuart Fitzgerald of Fitzgerald Power accountants in Waterford is an expert at offering strategic financial advice to business owners who have decided to sell and aims to do so with as little hassle as possible. Stuart feels the owner should ensure that there’s no expenditure in the P&L (Profit and Loss) account that’s non-core while also ensuring that all revenue and profit opportunities have been maximised. Ultimately the value of an asset is going to be determined by a multiple on maintainable earnings, so maximising earnings is key.

In Stuart’s opinion the major questions that need to be asked before bringing an asset to the market are: Is the business itself ready to bring to the market? Are macro-economic conditions favourable?  Are the right commercial and legal advisors in place in execute the transaction efficiently and effectively?

He feels the answer to the question on macro-economic conditions will be driven by factors such as the interest rate environment, market and sector sentiment, consumer sentiment, economic forecasts and the presence of international consolidators which has been a feature of the Irish M&A (Mergers and Acquisitions) scene in recent years.

When considering if the business is ready to bring to market, Stuart focuses on a number of areas which must be taken into consideration. Non-essential expenditure will need to be assessed as valuations will be based on a multiple of maintainable earnings. The working capital cycle will also need to be properly managed – stock and debtor days in particular. He suggests tying large customers and suppliers who are essential to your business into an LTA (Long Term Agreement) and to consider appropriate executive succession planning. Ensuring the business premises to include plant and machinery is sufficiently invested is also vital. ‘If these areas are under invested the cost of the investment may be deducted from your exit price’ he warns.

Stuart is very clear when initially advising business owners who have decided to sell: ‘Getting an independent valuation is an essential first step to establish an idea of what an independent third party believes the asset would command on the market. That’s really useful and can help to crystallise people’s thinking. If the valuation report is comprehensive, it will also show where the value drivers and value drainers are’ he says.

The business value drivers he refers to involve a number of different areas. These include 3-year revenue and EBITDA (Earnings Before Interest Tax Depreciation and Amortisation) CAGR (Compound Annual Growth Rate), quality of earnings, recurring revenue, defensible market position and the market growth opportunity. Further value drivers include customer concentration, key person risk, continuity / succession, the macro-economic environment & the cost of capital.

The business’s existing accountants and legal team will play an important role in getting the business sold but Stuart advises to engage the services of both an expert corporate finance agent and corporate legal firm. He actually refers to not engaging with a specialist law firm as a ‘recipe for disaster’. Speaking to colleagues, business owners and people within your network who have gone through the experience before either on the buying or selling side can offer valuable feedback before selecting an advisor. A corporate finance firm will often recommend a legal practice. ‘We (Fitzgerald Power) keep a panel of commercial lawyers who have worked with and have seen deliver excellent work. The real experience of a vendor or purchaser can’t be beaten in my opinion. The referral of a trusted advisor or contact is the best way in terms of advisor due diligence. Having proper representation is absolutely essential to getting a deal completed efficiently, effectively and in ensuring that legally you’re not left exposed with anything within the share-purchase agreement that could come back to haunt you later on’ he says.

The legal documentation that Stuart stresses must be fit for purpose before bringing an asset to the market includes paperwork relating to freehold title / leasehold interest, employee contracts & handbooks and key customer & supplier agreements.

Bringing their business to the market when it’s not ready or it’s in decline s(i.e. too late) are two common mistakes he has found among business owners intending to sell. ‘When I say not ready, I mean the core drivers of value not being in place, sub-standard financial information or not having completed the tidy up exercises in relation to contractual arrangements with key suppliers, customers and employees. Having too much of a concentration risk in one key customer and not having maximised all profit opportunities can also be problematic. Sometimes you see a really good business but the cost base is just too high. You’re trying to convince the market that there’s post-acquisition upside in terms of cost rationalisation. Once you’re explaining you’re losing.’  ‘In an ideal world cost rationalisation happens before an asset is brought to the market. Rushing it and not having all the homework done or coming to the market too late when the business is in decline leads to sub-optimal outcomes’ he notes.

There’s a number of moving parts involved in arriving at a fair market valuation for a business. Essentially what a potential buyer is purchasing is the right to a future income so it’s based on the maintainable future earnings of the business and is based either on a market valuation approach (i.e. a multiple of earnings based on recent comparable deals) or a DCF (Discounted Cash Flow).

‘You can do mathematical exercises, a detailed discounted cash flow and build in all these sophisticated assumptions but ultimately what a business is worth is what the market is willing to pay for it’ Stuart believes.

A potentially difficult aspect of a business sale can occur when one shareholder wishes to sell while another is unsure. The shareholders agreement should govern this with ‘drag and tag’ provisions common in the vast majority of cases. The majority shareholder would have the ability to ‘drag’ along the minority shareholder if they accept a bone fide offer. A ‘Tag’ provision is where the majority shareholder can’t sell without the minority shareholder ‘tagging’ on. Stuart notes that to not see this in a shareholders agreement would be unusual and alarming. ‘There is a possibility that you may end up with tricky disputes, particularly in family situations, a bit like the hit TV series Succession but maybe not as glamorous’ he laughs.

Stuart believes the time of year a business owner chooses to sell usually won’t affect the price but the Macro environment will. He also stresses that once a transaction drifts into the summer months key decision makers tend to be difficult to reach so the process is in danger of being delayed. Similarly, if a transaction isn’t completed by the second week of December, in his words ‘It won’t get done until the end of January!’.

If Stuart was to offer just one solitary piece of advice it would be to start planning for the sale of your business as early as possible. ‘If you’re trying to assemble your advisers while getting your financial position maximised, including core books and records, in the middle of bringing your asset to the market, you’ll really be up against it’, he concludes.

Stuart Fitzgerald is Fitzgerald Power’s Chief Executive Officer and a fellow of Chartered Accountants Ireland. Stuart provides strategic financial advice to enterprises across Ireland and the UK. With a robust corporate finance background, Stuart advises a diverse clientele, including multinational corporations, SMEs and visionary entrepreneurs on their acquisition, disposal and corporate fundraising initiatives. 

The post Preparing a business for sale: Stuart Fitzgerald appeared first on Fitzgerald Power.

The discipline and rigour introduced by institutional investors has cascaded through the Irish SME market, in recent years. The management teams that I meet are very focused on growth and very open to working with people who can help them to deliver it.

At some point all management teams and executives become stuck. When they do, they can benefit from independent external support to help them figure out the best path forward.

With all of this in mind I sat down with Cadence founder Olivia Meyrick, to discuss the benefits of executive coaching and how one goes about unlocking leadership potential.

I began by asking her why coaching is important for SME leaders.

Olivia Meyrick: Coaching is invaluable because it addresses two critical elements for success; motivation and self-belief. When you are leading a high-growth business, you’re constantly stepping outside your comfort zone, whether it’s delivering tough feedback to a colleague, pitching to a higher calibre of client or taking on larger projects. These situations can feel daunting. A coach helps instil the mindset and confidence to face the challenges head-on.

Imagine a graph with self-belief on one axis and motivation on the other. The sweet spot, where high motivation meets strong self-belief, is where action becomes not just possible but inevitable. Coaching helps individuals align these elements, enabling them to take brave, decisive steps.

Stuart Fitzgerald: Building self-belief is easier said than done. How do you help clients develop their confidence?

OM: A significant part of the process is about tapping into past experiences. Most people have overcome challenges or achieved ambitious goals before, even if they’ve forgotten about them. Reflecting on these moments – the strengths they drew on and the steps they took – reminds them of their resilience and capabilities.

I also use a technique called “fear-setting,” which is a way of demystifying what might go wrong. I ask clients, “What’s the worst that could happen?” If they’re pitching to a major client and get rejected, can they live with that outcome? Usually, the answer is yes. When we name and confront our fears, they often lose their power, making space for courage to take the lead.

Another aspect is reframing how we think about failure. Anxiety tends to be a response to imagined futures that haven’t happened yet. A coach helps re-anchor people in reality and encourages them to adopt a growth mindset, where setbacks are seen as opportunities to learn and improve.

SF: I must say, find the whole relationship between success and failure fascinating. The truth is that anybody who has experienced success has had their fair share of knocks. It’s the cost of playing the game.

OM: I completely agree, but that perspective is hard-won and generally only comes from experience and reflection. There’s a quote I love from Bridgewater founder Ray Dalio which sums it up perfectly; “pain plus reflection equals progress.”

SF: Or to paraphrase that hackneyed line; “leadership is hard because it gives you the test first, then the lesson.”

OM: Exactly. Growth often comes from facing discomfort head-on and using it as a learning opportunity. The mind naturally seeks the path of least resistance, but leaders who train themselves to embrace challenges make better decisions and ultimately achieve more. It’s about moving out of the comfort zone into the stretch zone, without tipping into the panic zone!

SF: I’m a big believer in investing in personal growth, but there’s a member of my management team who calls it; “the fluffy stuff.” With sceptical accountants in mind how do you go about measuring the effectiveness of executive coaching?

OM: That’s a fair question, and one that comes up often, especially for SMEs where resources need to be carefully allocated. Measuring the success of coaching is a blend of quantitative and qualitative approaches.

On the quantitative side, organisations might track tangible metrics like productivity, team performance, or project completion rates. Employee retention and engagement are also commonly used indicators, as coaching often leads to a more empowered and motivated workforce. Some companies even tie coaching outcomes to financial metrics like revenue growth or profit increases, though these connections are rarely linear.

Qualitatively, it’s about capturing changes in mindset, behaviour, and confidence. For example, you might assess a leader’s ability to delegate or communicate expectations more effectively. Often, organisations use pre- and post-coaching surveys, where colleagues rate the leader across various competencies. These scores can provide valuable insights into how the leader’s behaviour has evolved over time.

SF: So, it’s about combining the tangible with the intangible to paint a holistic picture of progress?

OM: Yes, that’s right. Coaching is as much about subtle shifts in awareness and attitude as it is about measurable outcomes. The two often feed into each other. When leaders feel more confident and clear-headed, it’s reflected in their performance and the results they achieve in the longer term.

SF: Speaking of achieving results, the chemistry between the coach and the client seems like a crucial ingredient. How does one choose the right coach?

OM: Getting the chemistry right is essential. It’s important to start with clarity on what you want to achieve. What do you want to be different after investing your time and money in coaching?

For leaders focused on business-oriented goals, improving operations, increasing revenue, or refining strategy, a business coach might be the best fit. If the focus is more on personal growth or leadership development, a leadership coach might be more suitable. Coaching is a broad discipline, and specialisation matters.

There’s also a stylistic consideration. Coaches exist on a continuum. At one end, you have non-directive coaches who serve primarily as a listening ear, helping clients process their thoughts. At the other end are highly directive coaches, who offer more advice and may share a playbook based on their own experiences.

SF: Where do you position yourself along that spectrum?

OM: I aim to strike a balance between support and challenge. While a purely non-directive approach allows for introspection, it can sometimes border on rumination, which isn’t always productive. On the other hand, a highly directive style can undermine the client’s ability to think critically and develop their own solutions. You’re essentially giving them a fish, rather than teaching them how to fish. My goal is to facilitate the client’s thinking, helping them to uncover insights and build the skills they need to succeed independently. That said, rapport is essential — clients need to feel comfortable being open and candid. Chemistry calls are a great way to determine if both parties can work well together.

SF: As someone who’s worked with a variety of clients, what advice would you give to SME owners and executives who are considering coaching?

OM: My main advice would be to cultivate a clear and honest view of your reality. Self-awareness is the foundation of good leadership. It’s about understanding not just your strengths but also your blind spots and areas for growth.

SF: It strikes me that the coach themselves must be in a constant state of personal growth and development. How has your approach evolved over the years?

OM: I am less inclined to go for the transactional ‘quick win’ when coaching. I don’t believe that lasting behavioural change can happen without belief change, and that belief change does mean that we need to look at conditioning, values and repeating patterns of our behaviour. This is deeper work.

I am also more likely to challenge clients more assertively; my job is to help people ‘see’ better, not to ‘feel’ better. Clients need to see the situation clearly, and figure out what role they are playing in perpetuating a situation, before they can take effective action.

Coaching is such a privilege, you’re invited into someone’s journey, witnessing their highs and lows, and helping them navigate critical moments. It’s humbling, and it’s something I never take for granted.

Until next time.

The post Unlocking leadership potential: Olivia Meyrick appeared first on Fitzgerald Power.

The business case for companies like Bibby Financial Services is obvious, and the expansion of these businesses is a nod to the maturation of Ireland Inc.

In early November 2024 I met Bibby Financial Service’s Irish MD, Mark O’Rourke, to discuss the Irish non-bank lending market.

I began by asking him if he expected the non-bank lending sector to make the impact that it has, when Bibby Financial Services opened its Irish office 19-years ago.

Mark O’Rourke: No, I didn’t to be completely honest. When Bibby Financial Services started, the non-bank funding landscape was still in its infancy. Back then, SMEs were very dependent on the traditional banks, and there weren’t as many alternative options. However, as time went on, the demand for non-bank funding solutions grew, largely because SMEs found it harder to access the financing they needed from traditional lenders.

Now, Bibby Financial Services is, on average, facilitating over €1m a week in new funding limits, and this is in addition to the millions in weekly payments to existing clients. This is supporting businesses with a turnover ranging from €750,000+ across a variety of sectors including Manufacturing, Wholesale, Recruitment, Construction, Transport and Haulage, Food and Beverage, as well as business services. This has been some transformation for the sector.

Stuart Fitzgerald: One would assume the sector is very different now as a result of these new entrants and the macro challenges that lenders faced post-Lehman.

MO: It’s fundamentally different. We’ve seen the sector evolve tremendously, with new models emerging, including asset-based lending, invoice discounting, and peer-to-peer lending, just to name a few. What’s really exciting is that these new options offer more flexibility, allowing SMEs to find financing solutions that truly match their needs. These options can be used for a range of activities such as providing businesses with increased liquidity to manage day-to-day cash flow, or assist with bigger growth aspirations such as management buyouts, mergers or acquisitions, without taking on long-term debt.

A significant change worth noting is that businesses are now using a mix of funding solutions to finance their growth ambitions. Instead of taking out a loan to finance a transaction, which involves hefty repayments over a period of time, business owners can now look to fund growth or M&A activity through a hybrid mix of funding.

It’s been great to be part of this transformation, but, looking back,even I didn’t fully appreciate the depth and breadth the non-bank sector would eventually offer.

SF: That transformation can only be good for borrowers and the lending market generally as there’s a real benefit to having credit risk more evenly distributed across a range of lenders. What’s next for non-bank lending in Ireland? Do you think the sector is positioned for continued growth?

MO: Absolutely. Ireland has a robust economy, and the SME sector plays a huge role in that. I believe non-bank funding will continue to thrive, although it might not grow in the explosive way it has in recent years. The big shift will be in how funding is accessed. Non-bank lenders are increasingly relying on digital platforms, which allow us to offer quicker, more tailored services to SMEs. However, unlike the traditional banks, we also ensure that if our clients want to engage with us on the telephone or face to face when it suits them, they can absolutely do this. The personal touch is extremely important to us when it comes to customer engagement.

Looking ahead, I think SME owners and managers are more knowledgeable than ever about alternative funding, and this trend will continue. That said, it’s also important that lenders remain flexible and responsive to the changing needs of the SME sector. For example, we are finding that many customers are engaging in expansion via M&A, MBI and MBO activity, as well as a range of other growth scenarios such as moving premises or investing in infrastructure, equipment, succession planning, machinery and Research and Development. This is a significant change from previous years, when most of the demand for funding related to working capital and cashflow for the day-to-day running of businesses.

What’s clear is that this recent shift to alternative funding options to fuel M&A and overall growth aspirations indicates that there’s an increasing requirement for more collaboration across traditional banks and independent financial providers to ensure we are learning from each other and, more importantly, are able to offer businesses a wider spectrum of funding options.

As long as the focus stays on providing solutions that work for businesses, I see non-bank funding continuing to fill a vital gap in the market.

SF: I agree that the sophistication of our SME community has increased significantly over the last 20-years. However, taking on leverage can be daunting, regardless of how sophisticated you are. What advice would you give to business owners who are raising debt?

MO: The most important thing is to understand the cash flow of the business. Before seeking external funding, you need to have a solid grasp of your financial position. Are you looking to finance a specific asset, or do you need funds to manage day-to-day operations? Knowing the answer to these questions helps determine the best type of funding for your business.

SF: And whether debt is appropriate in the first place.

MO: Agreed. I’d also say, don’t get discouraged if traditional banks turn you down. There are a wide range of non-bank options available now, whether it’s asset finance, invoice discounting, or even funding through newer platforms. It’s essential to shop around, ask questions, and understand the terms and costs of each option to find the best fit for your needs.

SF: It’s great to have so many options but I’d imagine it’s probably little overwhelming for the average SME owner. How can they be sure they are choosing the right lending solution?

MO: The key is to align the funding product with the specific business needs. If you need to purchase machinery or equipment, asset finance is a smart choice because it’s secured against the asset itself, offering better terms. For managing cash flow and handling unpaid invoices, invoice discounting is ideal because it allows you to access the value of your receivables immediately rather than waiting 60 or even 90 days for customers to pay.

The right funding depends entirely on the situation. I’d also caution business owners to be clear about the terms of any deal they enter into. Non-bank funding can be more flexible than traditional loans, but that doesn’t mean the terms aren’t important. SMEs need to ensure they’re fully aware of the costs and conditions attached to any financing option they consider.

SF: Makes sense. So, what makes the non-bank lending channel different to traditional banking credit?

MO: Non-bank lenders are more willing to understand the unique challenges faced by SMEs, which often don’t meet the criteria set by banks. For instance, banks typically want to see years of consistent profitability before extending credit, but non-bank lenders may look more closely at a business’s potential and current cash flow.

For an SME looking to scale, flexibility is essential. As businesses grow, their financial needs evolve, and non-bank lenders can adapt to those changes quicker – and often more willingly – than traditional banks..

SF: You’ve seen a lot of change over the last 19-years. What has been the key to your success in what is a very a competitive sector?

MO: For us, it’s always been about focusing on the needs of the SME and providing exceptional customer service. When we started, we didn’t just offer funding; we aimed to be a trusted partner for the businesses we worked with. Over the years, as the industry has become more competitive, that focus on customer service has become even more important.

We’ve grown because we truly understand the challenges SMEs face, and we continue to offer innovative funding solutions that help them navigate those challenges.

SF: And what’s next for Bibby? Any upcoming plans or initiatives that SME owners and managers might be interested in?

MO: We’re continuously looking for new ways to serve the SME community, and we’re always exploring new funding models to stay ahead of the curve. We’re also focusing more on digital solutions to make the application process as seamless and efficient as possible for businesses, without, of course, losing the human touch.

SF: That has to be a focus for all lenders.

MO: Absolutely. Ultimately, our goal at Bibby Financial Services is to help SMEs grow, whether they’re just starting out or are looking to expand. We’ll continue to focus on providing flexible, tailored solutions and to evolve alongside the businesses we serve.

Until next time.

Bibby Financial Services is part of a vibrant community of non-bank lenders that has developed alongside our traditional banking system in the years since the financial crash.

The SBCI maintains a list of their current funding partners. While the SBCI list doesn’t cover all players in the market, it’s a good place to start for SMEs that are considering their credit options.

The post SME funding and the role of non-bank lenders: Mark O’Rourke appeared first on Fitzgerald Power.