I have recently sold and cashed out of the Asian consulting practice I founded in 1992. In this article I will explain the main principles of selling such a business, in order to provide some tips and background knowledge to Asia-based entrepreneurs who may be wanting to research the procedures and the points to look out for. Hopefully these will help maximise the businesses value and make a smooth transition to a new retirement or career development plan.
The Dezan Shira & Associates Deal
The company I sold, Dezan Shira & Associates, began in 1992 with the sale taking place in December 2025. That’s a 33 year span, during which time significant growth throughout Asia took place, ending up with a business operating in 14 countries and about 1,000 staff, a substantial number for what was always a self-funded business. The company did not have any financial backers – just hard work and prudent management. However, it sold for significantly above US$50 million, making it the largest acquisition of a privately operated consulting practice in Asia. These are the elements that helped us achieve that deal.
Preparing Your Company For Sale
Designing The Company To Add Value
While Dezan Shira & Associates provided legal, tax and other regulatory advice, as its core business, some of the operational aspects of the business which had been sub-contracted were bought in-house. A key issue in this was the early decision to bring our marketing in-house – including all advertising spends. Instead of relying on external media advertising, we created our own media. That resulted in what became an Asian consulting industry benchmark – the establishment of China Briefing, followed by several other regional titles which eventually all fell under the Asia Briefing brand. These titles (which also included India, ASEAN, Vietnam and the Middle East) imparted free, detailed knowledge about the regulatory issues in their respective markets – written for the layman not other lawyers (most lawyers are dreadful writers, and often hide behind laws rather than explaining what they actually mean, while charging for the privilege).
While it proved extremely difficult to get cash flow in Asia Briefing – by charging for advertising in our own publication – the amount of money we spent on its production was generally about the equivalent of what a firm our size would typically spend on their marketing budget anyway.
However, there were two key differences: firstly, that we were in control of our own marketing budget instead of relying on other service providers, such as agencies, web designers and content developers. It was all brought inhouse. That proved invaluable when issues such as SARS, Covid and other crises meant we could scale back operations – and also instantly react to them in terms of content. The other element was the perception by the eventual buyer was that Asia Briefing formed an intangible, perhaps difficult to financially assess, but invaluable resource that no other firm possessed. That allowed us to attract a premium for when selling the consulting practice.
The message here is to look at what services your company needs – and how you can viably bring them inhouse and provide them yourselves, and maybe even sell those same services on. Dezan Shira & Associates – a consulting firm – owned its own publications business. It was a tremendous resource both operationally and in terms of adding value. It pays to examine what services you require can actually be absorbed into your own business model. We needed marketing support. We created a subsidiary company to do it.
IT Compliance
I began preparing Dezan Shira & Associates for a sale about 15 years before a sale took place! These are in fact business development lessons – but to a specific end. In terms of IT, at the time in China, many smaller businesses (such as ours) relied on pirated Microsoft software to run our entire operations. In fact, when purchasing a computer in China (and much of Asia) at that time, pirated software was the go-too solution. Eventually, pressure from Microsoft and the US government led to a decrease in this habit – but making the jump from pirated to original Microsoft products meant quite a considerable outlay. I recall baulking at the cost but decided it was an expense that needed to be swallowed.
It was the correct choice. It also meant that while at the time we had about 100 staff in China alone, we also needed to bring an internal IT manager to deal with all the IT administration. More expense! But this also turned into an opportunity.
The key lesson about upgrading from pirated (or cheap) software in any application to state-of-the-art software – an issue applicable to any business – is that the industry standard is so for a reason. IT communications are an integral part of any business today and it cannot function properly if you do not invest properly into this. IT is literally the very architecture supporting your company. You need to take it seriously as not skimp or rely on dodgy software. The expenditure is worth it.
But the IT lessons don’t stop there. The recruitment of an IT manager to support our own business and its needs lead to us realising that this experience could also be packaged together as an IT service that we could sell to other companies and our clients. We ended up developing our own IT platform – and services – which we also sold onto our clients. What had been an considerable expense and an initial learning curve became a revenue generator.
Finally, not having compliant IT is a big negative for any potential investor. It means that they will have to upgrade your systems to allow your company to integrate into theirs. This is a acquisition cost factor that will diminish your EBITA and the amount of money you can receive from any sale. You need to invest in your own company and if you do not – it will not be so valuable.
Bulkhead Financing
When I started Dezan Shira & Associates, I was pretty broke. All I had was a potential opportunity in what was then an early emerging China market – a belief that there would be rapid growth in that market and a lot of energy. But no capital. It is possible to replace investment capital with sheer hard work – and actually beneficial to keep investors – and banks – out of your business for as long as you can. I remember an earlier, pre-Dezan Shira experience where a bank overdraft I had negotiated with the company bank was suddenly terminated – with the wages about to be due – when a much larger local company went bankrupt owing the bank concerned millions. To protect their own liquidity they cancelled all the local SME loan and overdraft facilities overnight.
Operating your company without immediately borrowing money is called ‘bulkhead financing’ – you form a large barrier (bulkhead) between your company and borrowing money from bankers or anyone else. There are advantages to this. Firstly, there is no risk of any loans or overdrafts unexpectedly being called in. Secondly, what money there is, is yours, and there is no other party telling you what to do with it. Thirdly, having that immediate financial access means you can, if necessary, make fast decisions if something crops up. Fourth, having less money forces you to be more creative when facing business development issues. Rather than splash the cash, operating on a budget means you and your executives have to ‘work the problem’ rather than just buy the immediately obvious. Buying is what your competitors will do. The challenge is to be smarter and don’t take the easy way out of an issue by just buying the solution. Think about the issue and resolve it in a less expensive and more ingenious way. Find the solution, don’t buy the solution.
The longer you can keep your money well and truly yours the better it is, the easier your finances are to manage. Eventually, by the time of sale, Dezan Shira & Associates still didn’t have any overdraft facilities or outstanding loans, and the company was turning over tens of millions of dollars by this time. It was unheard of – and also make the transaction far easier to deal with. Be kind to your company. Keep the bankers and financiers out as much as you can.
Bookkeeping & Accounting
Typically, most small businesses are started by someone with a great idea a world away from boring administration functions. However, once your business is up and running, you must – unless you wish to do it yourself – engage in a good bookkeeper/accountant. That means financial discipline – making sure that business expenses and overheads are all properly accounted for with the correct receipts and so on. I have come across instances where an accountant was bought in to handle a businesses financial records and was shown a huge drawer full of unsorted bills, invoices and other documents. It cost a lot of time and money to sort out – and when that company was eventually sold, resulted in an acquisition discount because the financials had been in such a bad state. Get your fiscal discipline in place. It’s boring but must be done, and if you don’t have your finger on the money means things can go bad very fast. Be smart. Track your money – income and expenditures.
Love and Soul As A Staff Management Tool
In my view there are two basic ways to run a business, and this is especially true for small businesses where the founder ‘boss’ is a key personality within the company. They tend to fall into two camps, and we’ve all heard and seen awful bosses in real life. They work in unattractive offices, with no decorations, plants or generosity on display, expecting staff to spend most of their daytime in uninspiring environments. Lateness or mistakes are greeted with scolding and occasionally punishments. Staff stay only because they are bullied or because they ‘need the money’. Such behaviours also tend to lead to high staff attrition rates, which hinders the business as new employees need to be trained up all the time. Then, fed up, they leave. It’s a self-destructing circle.
Better is the love and soul approach. Put some paintings up on the walls. Invest in suitable pot plants to provide a bit of greenery and invent in some staff activities every now and then – it helps build teamwork. I always believed that the word ‘company’ was very self-descriptive – a group of people all working harmoniously together to achieve a common goal. Whatever that goal is, is the company soul.
Staff can have personal problems too. The employee who is consistently late may have a personal problem they would be better off talking about rather than being told off. An elderly relative, a sick child, or all manner of issues can impact staff. When dealing with apparent discipline issues, it is best to ask them why this is occurring and find a solution. Coming in an hour later and leaving an hour later, or even working from home.
Female staff, certainly at Dezan Shira & Associates in China (where the one child policy meant girls where keen to have a baby fairly early on in their careers) were constantly getting pregnant, with the Chinese state providing substantial maternity leave – away from the office. But what we found was that these staff got bored at home waiting for the baby to arrive. They preferred to keep in touch with their colleagues and missed the camaraderie. So we would allow them to take their laptop home and work from home, and to visit the office whenever they felt like it.
That in turn lead to a monthly ‘cake time’, usually in the afternoon of the last Friday of the month, where petty cash would buy a suitable cake and soft drinks and anyone’s birthday or other celebrations (such as a new infant) would all be roundly celebrated.
Treating staff well, giving the company a soul and having comfortable work surroundings all help make staff feel at home in their place of work and – even though they might earn less than equivalent positions in other companies (the Big Four could afford much larger salaries than we could, but their work hours were far longer and more intense) it can and does breed staff loyalty.
You want to be running your business – not be a constant recruitment company (unless you are in fact a recruitment firm, but you know what I mean). Treat your staff well and invest in them. It promotes loyalty and consistency in your business – essential for growth – and for the eventual sale of your business. Anyone buying your company will be evaluating your staff as an essential part of the package and the eventual sale price. Don’t give the buyer an opportunity to discount based upon poor staff attrition rates.
Political Risk
Political risk has become a major factor in M&A over the past few years, especially with the on-going trend towards geopolitical sanctions and tariff wars. This can involve specific clients and of course staff and even contracts. You will know what risks – if any – your company has in the geopolitical arena, and if there are any, they will need to be dealt with. I published ‘Russia Briefing’ and set up an office in Moscow as well as servicing Russian clients in the days before the Ukraine conflict. It was at the time a growth market, all quite legitimate and none were later under any sanctions. However, even the whiff of anything to do with Russia was enough for potential purchasers after 2022 and I had to take the step of closing Russia Briefing (twelve years work) and closing our Moscow office (a fifteen year presence) to satisfy contemporary political bias. It was painful (and I still think rather unfortunate) but I took the bullet to satisfy the political risk issues that are now very much part of any M&A. Not completely happy with closing the Russian operations, and mindful of the staff welfare I relocated them to our Dubai office where for the most part they are thriving.
How To Sell Your Asian Business
Industry Awareness
You will almost certainly know your potential buyer – they are likely to be in the same industry sector, although it is true that some industries, after a spate of M&A activity can fall fallow for awhile. This means that it makes sense to evaluate your own industry and research the players within it. Doing so helps you with anlaysing your competitor’s strengths and weaknesses in any event, while keeping you abreast of who potential acquirers are. This can and does change – Dezan Shira competitors and industry players in 1992 were very different to the playing field in 2025. But keeping at least an annual evaluation of what is happening in your own industry sector is a good idea.
Dealing With An Approach
You may have someone approach you as regards a potential sale. This will at the very least, if serious, require a Non-Disclosure Agreement (NDA) as well as a financial statement as to your company affairs. Over the years, I was approached several times to sell Dezan Shira & Associates, but all petered out after either a realisation we were already too big a fish to acquire, or the terms offered were unacceptable (and therefore not serious). But if an approach does turn out to be serious, it makes sense to play it cool. Eagerness to sell can be a discounting factor.
Using A Broker
A good way to prevent a single potential purchaser from calling all the acquisition shots is to engage a broker.
Rather than the buying party controlling the procedure – and it is in their interest to minimise the acquisition price – it is generally a good idea to retain an advisory firm specialising in M&A deal to help you manage the procedure. There are multiple such practices throughout Asia, and, assuming your business is indeed attractive, some do provide a ‘payment on results’ basis – meaning they take a commission for their work only after the sale goes through. Others will charge a fee – which might be less. It makes sense to evaluate three firms providing these types of services and hiring the one that appears the best fit for you. Obviously a knowledge of your specific industry sector is a prerequisite.
Once you have determined who to use, a broker will discuss your business with you, including the EBITA issue (below) and the basic terms of sale you have in mind. For example, are you as the owner willing to stay on under a new boss, taking a partial or complete sale fee in cash? Or will you accept part or even full payment by taking shares of the buyer? It is common for business owners to be paid partially in cash and partially in shares. Full payment may also be linked to future performances.
Best of all is a full cash buy-out – however this type of deal is only generally providing to retiring owners who no longer wish to continue as part of any buyer. It should be noted that any retiring owners will need to have made sure beforehand that they can be or already have been replaced.
In my case, while I remained Chairman and the largest shareholder, and participated in quarterly board meetings, I took a back seat from Dezan Shira & Associates daily operations ten years before the company was sold. That enabled me to exit with the minimum of corporate disruption – and take a 100% cash exit.
The main benefit however of using a broker is that they essentially market your company as available for sale and discreetly put out the word that negotiations and bids will be accepted. That means that interested parties have to bid against each other to buy your business – meaning the higher bid is usually – but not always – the preferable one (see below for my comments about staff).
This is better as it weeds out companies who may want to buy you but cannot afford it and places the onus on the winning bid being from a company who really values your business. This was certainly the case for Dezan Shira & Associates, where the CEO of the acquiring company described Dezan Shira as ‘a coveted asset’.
They wanted to buy us and the price eventually offered was nearly US$20 million more than the initial bidder, who dropped out at the first stage when their valuation was rejected. Using a broker then – at least in my experience – was a useful mechanism to gain the maximum value from the sale process.
Calculating EBITA
Any approach will include an intended purchase price based on your EBITA ratings.
EBITA stands for ‘Earnings Before Interest, Taxes, and Amortization’. It measures a company’s operational profitability by excluding the costs of debt, tax obligations, and non-cash intangible asset write-offs. There are different ways of arriving at an EBITA figure, however the most common is the ‘Indirect Method’. It is a calculation that you should perform anyway on your own business as it is a recognised accounting standard way to measure a company’s profitability and value. EBITA adds interest, taxes, and amortization to the earnings equation. It can be used as a decision-making tool, allowing investors and analysts to compare companies within the same industry. Data used to compile a company’s EBITA can be found on its financial statements.
The EBITA Formula is Earnings Before Tax + Interest Expense + Amortization Expense. Whatever that figure is, it is considered your EBITA value. Bear in mind it is a guideline only and can be moved up or down according to certain parameters of your business’s fiscal behaviour. Understanding your EBITA position and the true value of your company then requires significant research on the acquiring companies part.
Company Examination
When the acquisition process becomes serious, the acquiring business will want to examine your books and operations in some detail. This again requires a Non-Disclosure Agreement, and it is normal for such an examination will be undertaken by an experienced firm, probably one of the Big Four as well as an experienced law firm to check the regulatory and legal compliance status of your business.
At this stage you may not want your own staff to know that your company is being sold – after all, you might fail the examination if something untoward is revealed, or business circumstances (such as covid, or war) might intervene. This means that it is wise to only allow key personnel in on the process, and to suggest to the majority of the staff that the examination – typically described as an audit – is being undertaken for your own evaluation purposes rather than potentially selling your company. It is better for your staff not to feel insecure.
External accounting and legal personnel will then typically visit your company premises to conduct this audit, and they will them provide their findings to the acquirer. Depending upon the size of your company, this can take a few weeks to several months.
An Offer
Assuming your books check out, the acquiring company will make an offer, which either will, or will not be acceptable to you. There are several issues to consider about an acquisition:
Who is the Purchaser? What are their Intentions?
As mentioned, it is most likely that the buyer will be known to you. However, it is useful to know exactly who they are and their relationship or attitudes to and with your own staff. Most of your own employees may be very happy to be part of a larger company. Others may have previously worked for them and be less enthusiastic – an important point if this includes key personnel.
A moral consideration is what the buyer intends to do with your company. Do they want to merge it with their own business or other recent acquisitions that would likely result in some of your staff later being terminated? Or is the buyer a new market entrant who wishes to keep your employees in place? How your attitude and relationship with your own staff is, will dictate whether you feel any responsibility towards them, post-sale. (I hope you do. All Dezan Shira & Associates staff were retained by the new owner, something I am very happy about – as are they).
Selling Your Company In Asia
Asia is a dynamic region containing over 50 countries, with East Asia in particular dominated by two major, free trade financial markets in Hong Kong and Singapore. Both are relatively small centres with easy currency movements and therefore lend themselves very well to SME business operations. Being small cities also means that businesses based in these two places especially tend to have a pan Asia presence.
In Dezan Shira & Associates case, the corporate HQ and the entire corporate structure was based in Hong Kong at the time of sale. Other operations owned by the firm were based in mainland China, India, numerous ASEAN countries (including Singapore) as well as Mongolia, Dubai and Japan. It should be noted that about ten years before the acquisition, we deliberately restructured the business and took professional advise in doing so. This is because, as is common with many organically-developed corporations, our corporate structure was rather untidy and needed restructuring to close redundant businesses and improve the financial and legal relationships between the operating companies in different countries. The specific aim at that time was to make the entire business easier to operate, more transparent and make it easier to sell.
It is important to note that the structural process to make the business sellable began several years before we actually sold it. You will be well aware of your own corporate structure, however bear in mind that it may need a bit of a clean up should you intend to exit. A overly complicated corporate structure, even as a multinational, can be a discounting factor in any sale.
The other benefits of the ultimate Holding Structure being in Hong Kong or Singapore is that it is easy to be paid. Both operate under the British legal system and both have well-developed financial services platforms. We structured our entire Asian operations to be ultimately owned by a Hong Kong company, and it made the sale process and distribution of the sale capital far easier. I would recommend taking advice as regards your company structure if it has become somewhat unwieldy over the years.
It should also be remembered that each of the country locations your own business might be based in have different rules and regulations. Here is a brief outline of some of the main ones:
Selling & Exiting Your Company In China
There are issues here to contend with when selling a company based in mainland China, and the tax treatment for Chinese nationals and foreigners when selling a corporate asset and the distribution of the money is different. It is relatively straightforward if the acquisition is only in Chinese RMB, but very different if money needs to be remitted overseas. China has capital controls in place and permission is required to send large amounts out of the country. There are also profits tax, withholding tax, capital gains tax and overseas capital transfer taxes to consider. You will need professional legal, tax and banking advise in handling the sale of any business holding Chinese corporate assets. It is achievable – Dezan Shira & Associates had 14 offices and millions of RMB in accounts in China. But the process does need to be understood and is complex. Be prepared.
Selling & Exiting Your Company In Hong Kong
The great thing about Hong Kong is its developed financial services industry, easy access and transferability of capital to other countries, and no capital gains tax exposure. If you can arrange this (part of your corporate structuring preparation) Hong Kong is an excellent jurisdiction to receive payment for your company sale.
Selling & Exiting Your Company In Singapore
Singapore is almost exactly the same, with a developed financial services industry, easy access and transferability of capital to other countries, and no capital gains tax exposure. If you can arrange a personal Singapore company to receive payment as part of your personal structuring preparation, it too is an excellent jurisdiction to receive payment from your company sale.
Selling & Exiting Your Company In India
Selling a company in India is an administratively complex issue and more so if the acquisition involves a foreign shareholder (as was the case with Dezan Shira) and purchaser. Even relatively small amounts of stamp duty can result in significant and relatively costly administration details that require close attention and can be out of proportion in terms of cost in relation to the actual fees due. Indian banks are also overly administrative. Nevertheless – the process can be overcome, although again, professional local advise is required.
Selling & Exiting Your Company In Vietnam
Vietnam is also a relatively complicated jurisdiction to sell a company, and especially so if it involves a foreign seller and buyer. New regulations as concerns capital gains tax being levied on the transaction at the holding company level rather than at the local subsidiary level can be significant, although the situation is in a state of flux at present. It may mean that part of the proceeds from the sale of a company in Vietnam may need to be retained until the tax exposure matter is clarified.
Selling & Exiting Your Company In The United Arab Emirates
Like Hong Kong and Singapore, the UAE has a low cost financial services sector industry and does not impose a capital gains tax on individuals. This means personal profits from the sale of shares, real estate, or other investments are entirely tax-free. However, for businesses and corporations, capital gains are subject to the standard 9% corporate tax rate. Otherwise, the procedures are straightforward.
Post-Exit Intelligence
There’s not a lot of articles or even books out there about exiting a business. What happens when you exit a business after 33 years (as I did) or a similar lengthy timeframe is that inevitably, personal stuff gets mixed in with business stuff. In this I specifically refer to email addresses, where just for convenience I was using my corporate email for all sorts of what were actually personal items – everything from my banking and finance to my relationships with all sorts of vendors, including Amazon, Ebay and even Facebook and Twitter.
All that had to be removed and redirected to alternative email accounts, while of course I had also forgotten or mislaid passwords and so on. What a mess!
Exiting a company – and giving up your corporate email address – means rebuilding all that internet and online connectivity infrastructure all over again. I had to go through emails backdated for three months to try and capture everything that was meant for me as a private individual as opposed to me as a company director. It took me three weeks to successfully migrate all those personal contacts, and even then l missed some. Eventually I agreed with a kindly retained Dezan Shira member of staff that they would monitor my email account for a year and forward anything personal to me. It’s the sort of thing not mentioned in M&A books!
Further Information
I hope you find this information helpful if either developing your company in Asia or intending to sell it and/or exit.
For more information about how I developed Dezan Shira & Associates, please refer to Brandmine’s independent overview here.
For details about how I developed Asia Briefing, and exited Dezan Shira, another Brandmine profile, garnered largely from online material and using me as a case study, is here. I didn’t write or commission these – although I’m happy someone made a critical overview of them. Brandmine have features on several hundred individuals and I’m flattered to have been considered.
To contact me regarding advice about selling your company in Asia, I’m happy to have a complimentary chat and discuss my experiences on handling these procedures. You can email me at [email protected]