March–April 2024

In my never-ending quest to visit many of the new restaurants and hotels in Boston — of which there are so many; it is a growing list — a friend and I spent a pleasant and luxurious afternoon recently at one of the newest: Raffles of Boston has come to town! And, yes, there is a Boston Sling (to partner up with a Singapore Sling), as well as poised, excellent service and enough glamour in the surroundings to make you think you were in Singapore. Raffles Singapore, of course, is the grand dame of the group, but Boston can be proud of its cousin. Would Rudyard Kipling write about Raffles Boston? Who knows! But the legend certainly lives on.

And we are now enjoying Daylight Savings Time … the lightness and brightness surrounds us… it makes the waning dark and dreary winter days seem so in the past. Soon it will be time to join friends for a very dirty martini and oysters on the Boardwalk at Marina Bay. So, all is well in my little corner of the world.

Last, but certainly not least, I would like to commend the Princess of Wales for her poise, her bravery, and her willingness to share her private health challenge with the world. It is unfortunate that the world, led by Great Britain’s tabloid press, could not… would not… allow her and her family the privacy that so many of us have come to expect on such important milestones in our lives. She and her husband have been through hell and back… like so many families who receive similar diagnoses — but they were not allowed to retreat without the world claiming a right to know everything. Yet, in the final analysis, the Princess rose above the mob and “did it her way.” Kudos to her, along with fervent good wishes for her recovery.

Cordially, 

I have previously shared with readers various components of Buyer due diligence in preparation for selling a business. But what about Seller due diligence? 

I will occasionally get pushback from readers protesting that due diligence is a buyer process, not seller. In point of fact, it is both, particularly in the vetting of a potential Buyer before accepting an Offer which includes Seller financing (i.e., being your Buyer’s lender). 

So, understanding your role as Buyer’s lender, what should you look for?

# 1 should be a personal financial statement. If you are to be the lender, you should know what assets the Buyer has to offer.

# 2 should be three years of signed tax returns. Review these with your CPA and be sure there are no unexpected obligations.

# 3 should be a lien search (ask your M&A counsel to order one for you). This will tell you whether there are any taxes owed by the Buyer for which the IRS has filed liens or any other liens which might disrupt the Buyer’s payment plan with you.

My preference, when I am assisting a Seller, is to add this required due diligence to the draft Offer if the potential Buyer presents a request for Seller financing. Even better, discuss your requirements in advance with your business broker and ask to have this due diligence included as part of the Offer.

It is never prudent to wait until the transaction is underway to include financial due diligence, unless you were not made aware of the potential for Seller financing from the beginning. 

And, last but not least, consider what collateral you will need to be comfortable before accepting a Buyer Promissory Note. But that’s a subject for another newsletter!

Lady Tan’s Circle of Women , by Lisa See

This book came out last summer, so you may have already read it. If not, this is historical fiction based on a rare female doctor in 15th century Ming dynasty China, written with an intermingling of fact and literary fiction. 

It is hard to comprehend the importance of Lady Tan’s role in her privileged society. Women of this era, though high-born, wealthy, and educated, lived an almost monastic life within the walls of family compounds, suffering arranged marriages and purchasing concubines when their husbands tired of them or they did not produce male children. Women’s health was not high on the list of family focus. Only mid-wives are allowed into a Chinese wife’s room when she gives birth. If a doctor attends her, he is male and must sit behind a curtain and receive information from the attending midwife, since he is not allowed to touch or see or talk directly with the mother. 

Given that this is based on fact, it is an amazing story of women who achieve goals far beyond what their society expects. Lady Tan even publishes a book outlining her most common treatments for women’s ailments… often in direct conflict with male doctors who cannot conceive of the necessity for many of her remedies. 

Lady Tan is an eye-opener when measured against the background of a female society where foot-binding was essential to a woman’s class and female friendship virtually unknown or ignored. The wise Chinese proverbs are worth the read alone! 

Monsieur Spade

For those who love a classic mystery, Clive Owen emulates Humphrey Bogart right down to the smoking cigarette always in his hand in this six-episode mini-series based on Dashiell Hammett's novel, The Maltese Falcon. 

It grabs you right from the start and holds you tight with Sam Spade dialogue as, 20 years after the events of the Maltese Falcon, Spade retires to the village of Bozouls in the south of France. At first, Spade’s mission appears singular. But in typical Spade style, he becomes embroiled in long-held and dangerous village secrets.

I am admittedly a Bogie fan and never believed I could watch an imposter play a role meant only for him. But Clive Owen hits all the right notes and I absolutely loved it. Hope you do, too.

The information you obtain at this site is not, 

nor is it intended to be, legal advice.

You should consult an attorney for individual advice 

regarding your own situation.

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