Depending on who you are talking to, Private Equity is either the Great Satan or the savior of small and mid-market companies in the United States. The stories depend a lot on the personal experience of the speakers. Once a vehicle for high-risk investment plays in corporate takeovers (see Bryan Burrough’s Barbarians at the Gate,) Private Equity has morphed into tranches where specialists seek opportunities in everything from a Main Street entrepreneurship to multi-billion-dollar entities. What is Private Equity? The term itself is relatively generic. According to Pitchbook, there are currently 17,000 Private Equity Groups (or PEGs) operating in the US. The accepted business model for our purposes is a limited partnership that raises money to invest in closely held companies. The purpose is plain. Well-run private businesses typically produce a better return on investment than publicly traded entities. The current Price to Earnings (or PE – just to be a little more confusing) ratio of the S&P 500 is about 27.5. This is after a long bull market has raised stock prices considerably. The ratio is up 11.5% in the last year. That means the average stock currently returns 3.6% profit on its price. Of course, the profits are not usually distributed to the shareholders in their entirety. Compare that to the 18% to 25% return many PEGs promise their investors. It’s easy to see why they are a favorite of high net worth individuals, hedge funds and family offices. As the Private Equity industry has matured and diversified, they have even drawn investment from the usually more conservative government and union pension funds. Private Equity Types Among those 17,000 PEGs the types range from those who have billions in “dry powder” (investable capital,) to some who claim to know of investors who would probably put money into a good deal if asked. Of course, which type of PEG you are dealing with is important information for an owner considering an offer. private equity moneyThe “typical” PEG as most people know it has a fund for acquisitions. It may be their first, or it may be the latest of many funds they’ve raised. This fund invests in privately held businesses. Traditionally PEGs in the middle market space would only consider companies with a free cash flow of $1,000,000 or greater. That left a plethora of smaller businesses out of the game. For a dozen years I’ve been writing about the pending flood of exiting Boomers faced with a lack of willing and able buyers. I should have known better. Business abhors a vacuum. Searchfunders Faced with an overabundance of sellers and a dearth of capable buyers, Private Equity spawned a new model to take advantage of the market, the Searchfunders. These are typically younger individuals, many of whom graduated from one of the “EBA” (Entrepreneurship By Acquisition) programs now offered by almost two dozen business schools. These programs teach would-be entrepreneurs how to seek out capital, structure deals, and conduct due diligence. Some Searchfunders are “funded”, meaning they have investors putting up a stipend for their expenses. Others are “self-funded.” They find a deal, and then negotiate with investment funds to back them financially. Both PEGs and Searchfunders seek “platform” companies, those that have experienced management or sufficiently strong operational systems to absorb “add-on” or “tuck-in” acquisitions. The costs of a transaction have bumped many seasoned PEGs into $2,000,000 and up as a cash flow requirement. Searchfunders have happily moved into the $500,000 to $2,000,000 market. In the next article we’ll discuss how PEGs can promise returns that are far beyond the profitability of the businesses they buy.

“Conflicts look bad. I always prepare touchy agenda points with my 2 senior leaders before leadership team meetings. This way senior leadership presents a united front,” recently mentioned the CEO of a 200-people company. Most leadership teams have too few open, healthy conflicts. This makes them less effective, reduces decision quality, and ultimately slows down business growth.  How can you step outside of your comfort zone and mine more healthy conflicts? Healthy conflicts help propel your business forward Many CEOs stick to their comfort zone: you avoid some conflicts and embrace other, based on your natural conflict style – not based on what is best for your business. Artificial harmony created by conflict avoidance is treacherous, as this 

“I should demote myself!” joked the head of sales. “It looks like I am better at selling than at managing a sales team.” We were looking at his team’s individual sales numbers. He was selling more when he was a regular salesperson than his whole team today. We too often promote the wrong person into a senior leadership position. The reason is: the promotion criteria we use are poor predictors of people’s leadership potential. How can you better identify potential senior leaders and avoid painful mistakes – so you can grow faster and with less pain? Why are we so bad at promoting the right people into leadership positions? We are all biased. We tend to overestimate specific traits we mistakenly believe indicate leadership potential. Common biases include: Past successes. Unfortunately prior performance is not a good predictor of leadership performance. 

Homogeneity among your leadership team is like a decadent creamy chocolate cake: it feels tempting, but when you resist it, you get in much better shape. Increasing diversity on your leadership team leads to better decisions – and better financial results. However we have a natural tendency to surround ourselves with people similar to us: diversity is harder. How do you know whether your leadership team is diverse enough? Why is diversity important? Plenty of research has demonstrated that increasing diversity on your team enhances your top and bottom lines. Among others, as this 

Please join us on February 29 for our 20th annual Cocktails and Conversations program, presented by the Women’s Network of Miles & Stockbridge and featuring Brooke Lierman — the 34th Comptroller of the state of Maryland and the first woman to be independently elected to one of our state’s constitutional offices. We’ll kick off Women’s History Month a day early — on Leap Day 2024 — with a fabulous group of women celebrating women. And, we’ll take this “extra” day of the year to focus on making new connections, sharing ideas and focusing on the WHM theme of “Women Who Advocate for Equity, Diversity and Inclusion.” We look forward to networking with everyone while enjoying hors d’oeuvres and cocktails overlooking Baltimore’s Inner Harbor, capped off with a dynamic talk from our speaker. Register online at  

As a long-time business consultant and value growth advisor to middle-market companies, I frequently met business owners who didn’t recognize the urgency to plan for an eventual business ownership transition.  Such business owners commonly find themselves catastrophically unprepared when the time comes to sell their business, costing them millions of dollars in lost value.  I truly believe business owners are the heroes of our American economy, and they deserve to be fully rewarded for their many years of blood, sweat and tears building a business, employing our friends and neighbors, and supporting their local communities. I got to know the Exit Planning Exchange back in 2019 from a colleague who founded XPX Atlanta.  I was very impressed how XPX members would educate each other about ways their clients could prepare for a better exit outcome.  I saw how they would develop trusting relationships with other XPX members, combining their unique talents and expertise as a team to help a business owner meet or exceed their exit goals, leaving with a sense of fulfillment and the financial resources to enjoy the next phase of their life. I knew we had nothing like XPX in North Carolina, and our local business owner community would benefit greatly if we did.  I was inspired to lead a small group of talented and committed business professionals to launch XPX Charlotte as a NC non-profit organization in 2021. Today, I’m proud that XPX Charlotte has become the area’s premier organization for business professionals with a passion for knowledge sharing and a commitment to help improve exit outcomes for business owners in the Charlotte region.  If you share that passion and commitment, I hope you’ll join us! Tom Bixby XPX Charlotte Founder, Past-President CEO, EvaluSys LLC

“You don’t belong here: you are a fraud! Why would smart people ever want to listen to you?” whispered the manager to the salesperson. Galvanized by this wake-up call that he desperately needed, the employee rose to the occasion and exceeded all expectations. Does this sound realistic? Of course not! Who would feel upbeat by such senseless, demotivating speech? This scenario obviously never existed – and yet the speech is 100% authentic: I heard it from a sales executive last week. It wasn’t directed at a team member though: it was directed at himself. Your inner critic: your #1 judge. We all have an inner voice that continuously judges us. Its main message varies from person to person; in next week’s newsletter, we will see how to identify your inner voice’s main messages. In this week’s newsletter, we will discuss its negative impact on yourself and on your ability to grow your business, and what to do about it. One of my client CEOs’ inner voice calls him a “loser who sets the wrong example to his team and will never be a successful entrepreneur” when he doesn’t take over what his team members fail to accomplish. My inner voice calls me “lazy and complacent who will fail as an entrepreneur and a father” when I am idle for more than 2 minutes, even on vacation – and makes me feel guilty and shameful every single time it happens. Our inner critic pretends to be helpful and necessary to our success, but its long-term impact is unequivocally negative. Why do we keep listening to our inner critic, even though it is obvious that its message is utterly uninspiring and demotivating? What can we do about it? How does your inner critic afflict your performance? Our inner critic constantly finds faults with self (for past mistakes or current shortcomings), with others, and with circumstances. This judge sounds helpful at first sight by shedding light on our shortcomings. While it has the appearance of a helper, it is a bully that blackmails us with shame and guilt, with pretty dramatic consequences in the long run. It tells you: “Without me pushing you, you will be unworthy of love / attention / success.” Your inner critic negatively affects you in three significant ways: Your inner critic has a long-term damaging impact on your own performance. Your inner critic acts like a radioactive armor: it pretends to be protective but its long-term impact on your performance is always disastrous. Let’s get back to the two examples above: Client CEO: To respond to the guilt of not being the ideal leader his inner critic describes, this CEO feels the pressure from his inner critic to micro-manage his team when they don’t deliver, at the risk of becoming his company’s #1 growth roadblock – with the negative consequences on his team and on business growth that you can imagine. In response to my guilty feeling of missing out on learning opportunities for my children (and hence of not being a good father) if I am idle on vacation, I take them on high-tempo sightseeing trips (“We only live once, let’s get the most out of it”, right?) –  with, here again, the exact opposite long-term impact on my effectiveness as a father. “The inner critic is harmful because it triggers our self-protection mode, MIT Sloan sr lecturer Giardella says in

Do you want to get rich quickly? Very simple: Buy a business for its actual value, and sell it back right away for what the business owner values it. Many business owners overvalue their own business (after all, isn’t your business the most beautiful baby in the world?). What do you need to pay attention to in order to make sure that you get the valuation you want when the time is ripe? Looking at your business through the eyes of a buyer Regardless of whether you want to sell your business (or pass it on to your children) in one or in 100 years, looking at your company through the eyes of a buyer can help you identify your top priorities to develop a stronger business – and ultimately get the valuation that you want. Based on experience, readings, and many conversations with experts in the business of buying and selling companies, I have identified 10 key points that can derail your company value. There are obviously many more – I selected these 10 because of their considerable impact on business valuation. The goal of this article is to generate self-reflection through two questions: On a scale from 1 through 10, how is your company performing on each of these 10 points below? Which of these points should be your top priority for improvement? What defines the value of your business? “There are two pieces to valuing a business, says Mark Campbell with 

Annapolis, MD – Craig Decker, Managing Director, of Alex.Brown/Decker Global Wealth Group located at 2077 Somerville Road, Suite 320 Annapolis Maryland 21401, was among the Raymond James-affiliated advisors named to the Forbes list of Best-In-State Wealth Advisors. The list, which recognizes advisors from national, regional and independent firms, was released online April 4, 2023. Click below to read full press release:

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As small business owners and leaders, we’re no strangers to the daily grind of comparison and competition. It’s easy to look at the success of others and wonder if we measure up. But this Thanksgiving, we’re taking a page out of Heather Holleman’s novel1, “Seated with Christ: Living Freely in a Culture of Comparison,” and the transformative words of Ephesians 2:6: “God raised us up with Christ and seated us with Him in the heavenly places in Christ Jesus.” In the hustle to prove our worth and carve out a place in the market, realizing that your seat at the table is already secured is revolutionary. This isn’t about your turnover, your team size, or the number of followers on social media. It’s about recognizing the value you bring to the table just by being you, backed by the firepower of your determination, creativity, and the unique vision only you possess for your business. The Overlooked Seats Comparison is the thief of joy in business, and it’s also the thief of innovation and growth. The environment of inauthentic seats fuels comparison, the moment you and your team stop eyeing the lane beside you is the moment you turbocharge your path forward. Your business isn’t like anyone else’s—for a reason. The individual strengths and talents within your team are your biggest asset, waiting to be unleashed. Recognize and harness the power of these unique capabilities to drive people-powered change. A Secure Seat on The Team Your team—the one you’ve built, trained, and grown—holds untapped potential. Just as we are seated with Christ in a place of honor and security, so too should our team members feel valued and vital to our mission. This Thanksgiving, let’s take a moment to express genuine gratitude for the diverse skill set each member brings to the table. When people feel valued, they’re more engaged, productive, and innovative. And that’s how a small business not only survives but thrives. The Power of People-Powered Change FIREPOWER Teams is founded on the belief that the power of a small business lies in its people. “Fuel your people power” isn’t just a motto; it’s a mission statement and a call to action. Reflect on how you can empower each team member to contribute their best this holiday season, fully aware that their seat at the table is as non-negotiable as yours. Thanksgiving is a time of gratitude, reflection, and community. As business owners, it’s a prime opportunity to reassess what we’re thankful for and how we express that gratitude through our actions and leadership. Let’s enter this season with a renewed commitment to value ourselves, our team, and all our unique contributions. Let’s reject the ceaseless comparison and instead focus on fostering an environment where everyone feels seated at the table—secure, valued, and ready to make a difference. The entrepreneurship journey is rarely easy, but with a team that genuinely feels like their efforts matter, there’s untold strength to be garnered. Your business, team, and vision have a secured seat at the table. Let’s give thanks for that incredible opportunity and the journey ahead. Conclusion Remember, the most sustainable growth comes from within. Thanksgiving is a time to rekindle our appreciation for the value we each bring to the table, reminding us that when we work together, there’s nothing we can’t achieve.

“The purpose of middlemen in the marketplace is to provide time and place utility.” I remember the light bulb going on in Economics 101 when my professor said that.  Suddenly, I understood the concept of added value. Someone had to get the product to the customer. “After all,” the professor continued, “The footwear manufacturer in Massachusetts can’t sell a pair of shoes directly to someone in California. They can’t manufacture and handle thousands of customers. It would be a nightmare, and completely unprofitable.” The fact that Massachusetts was still known for shoe manufacturing gives you some idea of how long ago this took place. So long ago, in fact, that Zappos wasn’t even a word yet. The independent shoe retailer gave way to the department stores. In turn their shoe business was decimated by the specialty chain retailers. In fact, most shoe departments in Macy’s and others are actually chain operations within the store. Shoe sales moved into sporting goods stores and discounters. While the industry shifted multiple times, they all still provided time and place utility. Then came the Internet. Now the manufacturer can sell directly to consumers. In fact, they can eliminate several layers of middlemen, along with the mark-ups. Lately my area has been swamped with billboards saying “Mattress Dealers are Greedy. TN.com.” TN.com turns out to be My friends at Digital Pro has survived (and thrives) by their differentiation and service. The large, bright showroom is full of computers where they can show customers the effect of adjusting color balance or editing. They can print your lifetime memories on almost anything, from a key chain to a large metal panel. They can still give you prints made with permanent liquid ink, not the water soluble powder used by most printers. In addition, they can do all of this online because they’ve invested in the technology necessary to keep up with the “convenience-based” competitors. As the cost of digital printers fell, professional photographers invested in their own machines. Digital Pro Lab has replaced their business with consumers who want to discuss their special moments, choose how to preserve them, and hold the results in their hands before they pay. In an industry where the number of time and place based outlets has fallen by over 90% in the last decade, Digital Pro Lab has beaten the big boys with product differentiation and service. When the time comes for planning an exit, they will have options.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

On September 18, 2024, a panel of three Third US Circuit Court of Appeals judges heard oral argument from the National Labor Relations Board (NLRB) and Starbucks on the matter of consequential damages. At stake is the NLRB’s power to award damages for direct and foreseeable pecuniary harms that go beyond lost pay and benefits. The award of such things as credit card late payment costs and uninsured medical costs, fees for not timely paying other expenses, etc. are at issue. If such awards are within the NLRB’s authority, the damage awards in NLRB wrongful discharge cases could dramatically rise. Here is how we got to this point. In 2023, the NLRB ordered Starbucks to pay consequential damages in a case of the wrongful termination of two pro-union employees. Damages included “direct or foreseeable pecuniary harms incurred as a result of [the employees’ wrongful discharges.]” This case is one of many cases Starbucks faces alleging wrongful discharge of union supporters. If it losses, the monetary cost could be significant. By filing this appeal, Starbucks’s joins companies such as Amazon, SpaceX, and Trader Joe’s in challenging the NLRB’s constitutional authority to exert such enforcement powers. Traditionally, the Board would order reinstatement, backpay and lost benefits in a case of wrongful termination, however this was expanded in 2022. A Board decision in Thryv, Inc., 372 NLRB No. 22 (2021), held employees who are wrongfully terminated should also receive compensation for other pecuniary losses stemming from the termination. Examples include credit card cost, out of pocket medical expenses, mortgages related fees, etc. Such damages can quickly add up. In this latest Starbucks case, the Third Circuit considered Thryv  but also the US Supreme Court’s June ruling in Jarkesy v. U.S. Securities and Exchange Commission and its applicability to the NLRB. In Jarkesy, the Supreme Court found it was unconstitutional for the SEC to impose civil penalties in administrative cases. Such awards need to be awarded in a court. The Third Circuit must decide whether the expanded remedies sought by the NLRB would be considered “legal remedies” typically imposed by the courts as in Jarkesy or “equitable remedies” typically imposed by administrative agencies. Such administrative remedies are intended to benefit the worker rather than unfairly punish employers. The NLRB argued they have the authority to impose the remedies regardless of their status as legal or equitable. Not surprisingly, Starbucks argued allowing the NLRB to issue damages beyond backpay would violate their constitutional right to a jury trial and therefore was unconstitutional. The outcome is pending and regardless, it may well be appealed to the Supreme Court where the authority of various agencies is being curtailed. We will keep you informed. Brody and Associates regularly advises management on complying with the latest local, state and federal employment laws.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560  

Passed in June 2024 and signed into law by New York Governor Kathy Hochul on September 5, the Retail Worker Safety Act is set to take effect March 4, 2025. The law mandates protections for retail employees including panic buttons, workplace violence prevention policies, and training. Who is covered? The law explains: Covered employers: any person, entity, business, corporation, partnership, limited liability company, or an association employing at least ten retail employees. Retail employees: employees working at a retail store for an employer. Retail Store: a store that sells consumer commodities at retail and which is not primarily engaged in the sale of food for consumption on the premises. The state, any political subdivision of the state, a public authority, or any other government agency is not covered by the law. Key Requirements The Act’s key requirements are the installation of panic buttons, implementation of workplace violence prevention policies, and training. The panic button requirement does not take effect until January 1, 2027, while the other requirements are effective March 2025. Panic Button Employers with more than 500 retail employees nationwide must provide employees with access to panic buttons across the workplace. Employers may opt for a physical button or mobile phone-based buttons. The requirements for each are slightly different. If the employer chooses to use a physical panic button it must contact the local 911 public safety answering point when pressed. Pressing the button must provide the answering point with the employee’s location and dispatch law enforcement. The button must be accessible or wearable. The mobile phone-based approach requires the button to be installed on employer provided equipment and is wearable. The mobile button may not track employee locations unless pressed.   Workplace Violence Prevention Policy Employers must adopt a written workplace violence prevention policy to be provided to employees upon hire and annually. The NY Department of Labor (NYDOL) will draft a model plan which will be evaluated every four years from 2027 onwards. Employers may adopt the NYDOL policy or create their own equivalent policy. The policy must: List factors or situations in the workplace which may increase the employees’ risk of workplace violence. Examples given include working late at night or early morning hours; exchanging money with the public; working alone or in small numbers; and uncontrolled access to the workplace. List methods of preventing workplace violence, including but not limited to establishing and implementing a reporting system. Provide information on federal and state laws regarding violence towards retail workers and remedies available for victims of workplace violence. Explicitly state that it is unlawful to retaliate against employees who report workplace violence or factors which place employees at risk of workplace violence. Workplace Violence Prevention Training Employers must provide training upon hire and annually. The NYDOL will provide interactive training which will also be evaluated every four years starting in 2027. Again, employers may opt to use the state provided training or provide their own equivalent. The training must: Include information on the Retail Worker Safety Act; Examples of steps employees can take to protect themselves; De-escalation strategies; Active Shooter drills; Emergency procedures; Instructions on how to use security alarms, panic buttons, and any other emergency devices; and A site-specific list of emergency exits and meeting places to be used in emergencies. Takeaways New York State retail employers should look at the state provided training and policies to adopt as their own or to ensure their own materials are compliant. For employers outside of New York it is important to keep your eyes peeled for creation of similar laws in your own state. Brody and Associates regularly advises management on complying with the latest local, state and federal employment laws.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560      

Many consultants/advisors/coaches are serving business owners who resist the notion there might be significant, unrecognized issues in their company, or who believe they needn’t be concerned about issues they don’t know about.  Call it the Ostrich-Head-In-The-Sand Syndrome. As a consequence, consultants feel powerless to get their clients to take action in their own best interest.  From an exit planning perspective, being fully prepared for a future exit is one of those critical issues business owners may be inclined to ignore until it is too late. On Thursday, December 5th, join EvaluSys CEO Tom Bixby and XPX Charlotte founder in a discussion with Larry Gard, Ph.D., XPX Chicago member, executive coach, former longtime clinical psychologist who will help attendees get inside the head of business owners to: Feel confident in your ability to reach clients who resist identifying and confronting issues in their business. Generate client curiosity in your approach and interest in your recommendations. Have a significant impact on your clients’ success in ways they hadn’t anticipated. This program is scheduled for 45 minutes, to include significant opportunity for Q&A with Dr. Gard.  Don’t miss this important program helping you grow your power to create value for your advisory clients!

If you’re looking to attract an investor or an acquirer one day, expect them to dig into your sales and marketing process. If you’re a company that sells to other businesses, an investor will want to know where you get your leads from and how much each costs you to generate. They’ll want to know what technology you use to support your sales team. They’ll want to understand how your sales reps get meetings and how many appointments a good rep has each week. They’ll want to know the close rate of a high performer and how it compares to an average performer. The investor’s questions aim to gauge the scalability of your sales model under significantly higher investment rather than to assess your past performance. Acquirers love stumbling over a business where capital is the primary constraint to growth. They fall over themselves for a company with an efficient sales engine that needs more fuel (i.e., money). Most investors have lots of capital but struggle to find businesses with a sales system that won’t collapse under the weight of more money. How Gregg Romanzo Built a Sales System In 2004, Gregg Romanzo started an old-school freight brokering business. Most freight brokers are nothing more than a handful of people arranging shipments in return for razor-thin margins, but Romanzo realized his sales model had the potential to grow into something much bigger. Romanzo’s model involved hiring high-potential people with a relatively modest base salary of between $40,000 and $60,000 per year and teaching them the business from scratch. He armed them with a computer and access to the best scheduling software and tied their variable compensation to the gross margin of the jobs they booked. Romanzo knew if he could get a rep to clear $100,000 per year in total compensation, he could keep them for the long run. Romanzo took his very best talent—the top one or two percent—and built a team around them so they could earn even more. This cohort of salespeople could clear three, four, or even five hundred thousand dollars in an exceptional year. Since Romanzo paid a relatively low base salary and his people didn’t need much equipment, he could hire many salespeople. By the time he sold his company, he had 200 employees, 190 of whom were salespeople. That’s 95% of his headcount dedicated to sales. How does that compare to your company? If you have a winning formula you think would hold up if you doubled or quadrupled your sales team, consider monetizing the sales model you’ve created. Either hire more reps or show a deep-pocketed investor or acquirer how durable your sales model is and how all you need is their capital to grow it.

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