Advisory Relationship

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!

In our first blog in this series, “Selling My Business, What Should I Expect,” we talked about what to expect in the sale process to a third party. If you haven’t read it, I’d suggest reading it to set the stage for this discussion on business valuation and how it fits into exit strategy. If you did read it, give it a quick reread: “A complimentary hour with David David Shavzin, Exit Strategist / M&A Advisor Value Creation, Exit Strategy, Business Sales Founder and President, Exit Planning Exchange Atlanta 770-329-5224 // david@GetOnTheValueTrack.com // 

A common area of confusion among advisors is understanding the difference between a “Main Street” business, a “Middle Market” business and a “Mom and Pop” business. Main Street Businesses The term “Main Street” is defined by the International Business Brokers’ Association and other professional intermediary organizations as any company with a Fair Market Value of less than $3,000,000. That is about the upper limit of a business that can be purchased by an individual using “normal” 20% down financing. They are making the acquisition for the purpose of earning a living. Main Street businesses typically calculate cash flow as Seller’s Discretionary Earnings (SDE). As discussed by Scott Gabehart, the creator of BizEquity valuation software, SDE is a better measure of a business’s return on owner labor, rather than return on investment. SDE includes the benefits of ownership including salary, employer taxes, distributions, health insurance, vehicle and other perks of ownership. It also includes non-cash tax deductions such as depreciation. The average selling price for an owner-operated business in the United States is 2.3 times its SDE. That cash flow must support any debt as well as provide a living for the principal operator. If we extrapolate from the average multiple (which is accurate based on my past experience as a business broker), we would say that “Main Street” encompasses businesses that produce up to $1.3 million in cash flow. That number is pretty high, and actually crosses the threshold of where Private Equity companies typically seek acquisitions. At that level a buyer would have to have $600,000 for a down payment and about $25,000 a month to cover debt service. In reality, companies that generate more than $500,000 a year in adjusted EBITDA cash flow (not counting owner compensation) are more commonly sold for multiples of EBITDA. At that size, a multiple of four times adjusted cash flow is pretty common, and would classify a company with up to about $750,000 in adjusted cash flow as “Main Street.” Mom and Pop Businesses exitplannerssurvey.com This article was originally published by John F. Dini, CBEC, CExP, CEPA on ExitMap.com.

The problem that sometimes occurs when working with a business owner who is considering exiting their business is the strong link between the owner and his business – that is the challenge that the owner has difficulty viewing their life after they exit the business and separate from the business. There are several approaches to address this problem: Work with the owner to understand both the push and pull factors that are driving them towards considering exiting the business.  This will help clarify the “why” and likely reveal a partial description of what life will look like after their exit. Work with the owner to write down a few paragraphs that describe what they will likely be doing after they exit. Go through the 8 exit options defined by The Exit Planning Institute with the owner and identify the top exit options that they are considering.  This will help to understand their true motives for exiting. This will help highlight what is most important:  Maximum payout?  Taking care of their current employees?  Maintaining the legacy? Some other motivation? Complete a basic wealth management analysis to determine if the business owner will have enough money to fund their planned lifestyle, including a reasonable estimate of the net proceeds they will receive from the sale of their business. This process is one of discovery – trying to understand all of the exit drivers and all of the obstacles that might prevent an owner from selling, even in the face of a reasonable offer to purchase their business.

After fifteen (15) years of training advisors and working with business owners, the IEPA has been involved with more than 100 exit plans. One of our learnings is that the business owner was better prepared and got a better result from their exit when they engaged in an exit planning process prior to commencing their exit transaction. At the IEPA we focus on three (3) dimensions of ‘readiness’ for a business owner. First is that owner’s personal readiness for an exit, Next is the company’s readiness for an exit, and Finally, we want to understand if the market timing/readiness is right for an exit. Starting with #3, market timing, we saw in 2021 that exit activity was an all-time high for lower middle-market ($5mm to $100mm in value) businesses.  As previous newsletter mentioned, this is due to the perfect storm of aging boomers, COVID and a new administration threatening to raise taxes.  For those owners who experienced an exit in 2021, most likely it was at a high value and the seller had leverage through the process.  Markets are not always this accommodating.  The more owners understand market timing, the better prepared they will be for an exit. Moving to Company readiness we want owners to understand that the exit from their business is materially different from selling a home or real estate, which many business owners think will be a similar process.  Privately held businesses sometimes take years to prepare for an exit.  And, the more time that an owner has to prepare, the better result they will get. Finally, the personal readiness of an owner is of paramount importance to a successful exit.  We often-times compare the running of a business to the driving of a motorcycle.  The business is the engine of the motorcycle; however, the personal goals of the owner are the steering wheel.  And, while the business engine keeps the ‘wealth’ running and growing, it is the business owner’s personal goals that will steer the business exit in the direction that that owner most wants to go.  For example, if a business owner wants his / her children to take over and run the business, that is where the owner will ‘turn’ the business.  By contrast, if an owner wants to sell for the highest value, the owner will ‘steer’ the company in that direction. Aside from the exit path that the owner desires, there is also the emotional separation from the business as well as a business owner figuring out how he / she will spend their time in a productive and fulfilling manner away from the business. An Exit Planning Process Compartmentalizes the Issues for the Owner Not only is a business exit the largest emotional and financial transaction of most business owners’ life, but it is also very complex – an exit planning process simplifies this complexity for the owner When a professional advisor / consultant can take an owner through an exit planning process, that owner has the opportunity, over the period that the planning process occurs, to learn about and reflect on their personal readiness, to evaluate the company’s readiness and to understand market timing.  An exit planning process helps an owner become clear on that owner’s goals as well as the exit options available to best meet those goals. By going through a step-by-step process, the advisor creates the time and space for a business owner to consider what they most want the future to look like for both themselves and their companies (and all involved with both aspects of that owners’ life). Exit Planning Leads to Better Results for Business Owners and Advisors In addition to helping an owner gain clarity to transact confidently, the exit planning process also leads to better results.  It is logical that preparation leads to superior outcomes.  However, for a variety of reasons, most business owners do not know that ‘exit planning’ exists as a service.  As a result, many owners attempt exits with little to no preparation and often-times suffer the consequences of a variety of failures along the way. The advisor who takes the business owner through an exit planning process also achieves a significant victory – i.e., succeeding in assisting an owner navigate the complexity that would have prevented a successful exit.  Given that most business owners work for decades to build their overall wealth in their privately held business, it is the advisor who can assist that owner who wins the role of Most Trusted Advisor and earns additional business and a very strong relationship with that business owner. Concluding Thoughts Business owners can level the playing field of many of these disadvantages and challenges that they face with an exit by seeking out exit planning professionals and engaging in an exit planning process.  When business owners invest the time and money to prepare themselves for an exit, experience shows that better results follow.

Ninth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This is the ninth and final article in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Many of life’s failures are people who did not realize how close they were to success when they gave up.”  – Thomas Edison By their very nature some projects are long, involved, and complex.  Even short-term projects can run into delays, complications, and unforeseen difficulties that extend the duration of the work.  If clients lose interest or give up easily in the face of obstacles, they may find it hard to remain enthusiastic and engaged throughout the course of the project, threatening its success. Consider the case of Leslie.  An accountant by training, she was also an accomplished cook who found great satisfaction baking bread for her family and friends.  When the pandemic struck her accounting practice dwindled, and Leslie found herself making more loaves than ever before.  She decided that this was her opportunity to make a career change.  Leslie hired an advisor to craft a detailed roadmap, listing the tasks ahead of her and suggestions for how to approach them.  Leslie had already drafted a business plan, so she and her advisor turned their attention to securing funding and finding suitable space.  With her accounting background Leslie easily understood the various loan options available, but she was disappointed to learn that the pandemic had slowed approval decisions and caused some institutions to tighten their lending standards.  Although she was excited about finding a space for her bakery, she found the real estate hunt to be physically and emotionally draining.  It seemed as if every commercial space she saw had a significant flaw; either the rent was too high, the cooking area required too much renovation, parking was difficult, and so on.  After three months of looking for a loan and a location Leslie felt discouraged, and she asked her advisor if they could put the project on hold for a few weeks.  Two months later she took a part-time accounting job with an old friend. Given the magnitude of this project, Leslie’s advisor probably should have tried up front to gauge her ability to persevere by saying, “I’m eager to help you succeed.  Tell me about other big projects or initiatives you’ve pursued besides this one.” Sometimes an advisor can forestall a client’s discouragement by discussing the project and identifying challenges in advance.  The advisor might have said, “Let’s review the steps and timeline for this project so you can see the entire sequence and get a feel for the scope of what we’ll be doing together.  Before we begin each stage of the project, we should go over the specific tasks each of us will tackle.  That will give us a chance to spot any potential delays or hurdles we should watch out for.” Not all clients give up easily.  Some are more than willing to stick with a long-term project even if obstacles are encountered.  They will likely remain interested and engaged throughout the course of the project and anticipate the same from their advisor.  Such persistence is a strength, but both parties should be willing to switch gears if they find themselves investing too much energy pursuing the impossible.  The advisor might say, “I appreciate your effort to stick with this project even if it hits some roadblocks.  That kind of persistence will help us carry this past the finish line. That said, we will also need to be willing to switch gears if we find ourselves trying to make the unworkable work.” This is the final article in the series titled “Assessing the Advisor-Client Relationship”.  Each week, I explored a new element affecting the advisor-client relationship in some detail.  These articles were intended to help you understand potential opportunities and obstacles when working on long-term strategic engagements. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Eighth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the eighth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Whether you think you can, or you think you can’t – you’re right.”   – Henry Ford You may provide clients with terrific suggestions and outstanding advice, but in most instances it remains up to them to follow through with your guidance.  Even if your client has the time, motivation, and skills necessary to carry out your recommendations, they may struggle if they doubt their own abilities.  If your clients don’t believe in themselves, they may hesitate to act, sabotage their own effort, request easy solutions that prove to be insufficient, or reject your advice altogether. Consider the case of Brandon, the 37-year-old owner of a small firm that fabricates custom architectural detailing for historic buildings.  Brandon invested in the equipment necessary to make interior and exterior pieces from limestone and terra cotta, but his time and energy had been consumed helping his employees produce products that were precisely crafted and historically accurate.  Knowing that he needed to get the word out about his business, Brandon hired a marketing consultant.  The advisor put together a comprehensive plan that included producing short videos highlighting product installations, and he identified opportunities for Brandon to speak at upcoming conferences geared toward architects and contractors.  Brandon knew that these were worthwhile steps he could take.  Unfortunately, he disliked public speaking and he was reticent about appearing on camera.  Deep down, he simply didn’t see himself as someone who could market his business.  He declined the advisor’s suggestions and settled instead for a refreshed website that he hoped might showcase his firm’s work. In their first meeting, the advisor might have asked Brandon about past challenges by inquiring, “what sort of business problems have you faced before and how do they compare to this one?”  The advisor could have added, “I want to address any concerns you have about this project.  As you think about marketing your firm, are there any aspects of doing so that might be a stretch for you?”  In response, Brandon might have mentioned his discomfort serving as the public face of his company, and the advisor could have tailored his recommendations accordingly.  For example, he could have suggested that Brandon help write scripts for the videos and ask his employees if they wanted on-camera roles. Clients won’t always admit that they lack confidence in their ability to resolve business problems.  Advisors need to be attuned to signals that their client is uncomfortable.  In the scenario above, Brandon might have verbally agreed that speaking to architects was a good idea, but his facial expression was probably less than enthusiastic. This is the eighth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article, the last in this series, will explore the client’s level of persistence. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Seventh article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the seventh in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “If I would have listened to the naysayers, I would still be in the Austrian Alps yodeling” – Arnold Schwarzennegger As an advisor, most of your interactions will be solely with the business owner unless the project intentionally involves other staff.  In some cases, the owner may even ask you to act on their behalf; for example, you may be asked to identify and screen high level job candidates.  But no matter how the project is structured, there will likely be other stakeholders who have opinions, needs, and priorities that differ from those of your client. Consider the case of Kevin, who built a business providing damage restoration and clean-up services for residential customers.  His 10-person crew operated out of 5 trucks.  Kevin wanted to expand into two adjacent counties to take advantage of their rapid growth in population.  His  advisor suggested that he solicit commercial accounts, even though doing so would require additional skills and credentialing for his staff. Kevin was excited about the prospect of gaining new clients.  He told his team that the advisor would help identify potential commercial customers and determine what specific remediation services they might need.  The next day Kevin’s Service Manager asked to speak with him.  He was concerned that handling commercial accounts could be complicated and potentially unsafe and he didn’t think the current crew would be able to master the specialized training needed to address chemical spills and hazardous waste clean-up.  Kevin was more optimistic than his Service Manager, but he was worried about creating ill will and he didn’t want to provoke a power struggle over the issue.  He told his advisor the growth strategy would need to focus solely on the residential market. Change, even that which is well-conceived and communicated, is not always welcome by those affected by it.  Clients like Kevin are vulnerable to objections raised by others, which can undo hours if not weeks of planning.  His advisor might have seen evidence of Kevin’s vulnerability if he had explored this early on by saying, “Kevin, tell me about a business situation where you had to make a tough choice.  For example, letting go of someone even though it was difficult, or choosing an option that displeased an important stakeholder.” Even if a client appears confident in their ability to secure the backing of stakeholders, the advisor should review various scenarios with them beforehand.  The advisor might introduce the topic by saying, “If our work leads to new initiatives or even modest changes in your operations, it’s possible there could be some pushback.  As the project unfolds, we should schedule time periodically to discuss the best way to communicate changes, and plan how to respond to any stakeholder objections.” This doesn’t mean that stakeholder objections are to be viewed as obstacles or irritants.  To the contrary, advisors should help clients give strategic thought and consideration to potential stakeholder concerns and adjust their planning accordingly.  For example, in the scenario above, Kevin’s advisor should have thought about how his recommendation might impact the staff.  He might have then proposed an incremental approach to staff training and service roll-out. This is the seventh in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s sense of self-efficacy. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Sixth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the sixth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Progress is impossible without change, and those who cannot change their minds cannot change anything.”   – George Bernard Shaw Business advisors frequently ask me about a behavior they find counterintuitive and puzzling.  They’re approached by prospective clients who have identified them as exactly the expert they need, they ask for recommendations, they seem on board with a proposed plan of action, but then they ultimately reject the advisor’s good counsel. Consider the case of Scott, the 47-year-old founder of a firm that provided security personnel for commercial clients such as hotels, office buildings, and retail merchants.  His clients were increasingly interested in advanced technology rather than simply relying on security guards.  Scott believed technology was unreliable, and he felt the best solution was to deploy additional personnel.  Most of his clients resisted that approach, and Scott was concerned about the long-term viability of his business.  He sought guidance from an advisor who had experience consulting with corporations around large-scale security upgrades.  The advisor affirmed that many clients were implementing technological solutions, but he also opined that security technology is only as good as the people monitoring it.  He advised Scott to focus on building a smaller but more technically proficient team of guards who could augment and interact seamlessly with the security systems being purchased by his clients.  Scott quickly dismissed this suggestion and the advisor, noting that the last thing that made sense to him was to field fewer personnel. Clients like Scott who have firmly held ideas about their business may not view problems the same way the advisor does.  They may overlook factors that contribute to a business problem, making it harder to implement an effective solution.  In some cases, they find it difficult to accept the advisor’s recommendations. Both parties should have an initial discussion to explore the degree to which client feels comfortable with the advisor’s perspective.  In some instances, the Advisor may find it helpful to give client additional time to consider and embrace certain proposed ideas and solutions.  Here is one way to begin the discussion: “I want to make sure we have a shared understanding about the challenges facing the business and how to address them.  It’s important that throughout this project you’re comfortable with my observations, ideas, and proposals.  I wouldn’t expect you to instantly agree with everything I suggest, but if you’re not fully on board with something we need to talk about it, o.k.?  So, based on what we’ve discussed thus far, how does it sit with you?  Is there anything you have some reservations about?  Anything you would like time to consider further? It may become apparent that a client is so wedded to their beliefs that they rebuff the advisor’s suggestions.  If they still seem open to dialogue, an advisor might try the following approach: “My sense is that you have some strong convictions about your business.  No doubt they’re rooted in years of experience.  The same is true for me.  In my experience, clients aren’t always 100% on board with certain recommendations when they first hear them.  I totally understand; my suggestions may seem like an outsider’s perspective, but I trust you can see the advantage in that.  If you aren’t fully comfortable with an idea I propose, let’s discuss it and see if we can fit it within your framework.  I would hate to see us overlook a potential solution.” This is the sixth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s ability to resist pressure from various stakeholders. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Fifth article in a series . . .  If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the fifth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “How does a project get to be a year behind schedule?  One day at a time.”  – Fred Brooks Once clients decide to reach out to a business advisor they may convey a sense of urgency about getting started.  Eager to see results, they quickly fill out and return initial documents and questionnaires.  As an advisor you know that projects benefit from forward momentum and progress helps sustain the advisory relationship; you welcome their enthusiasm. However, as the project gets underway some of these very same clients slow down.  Their need no longer seems so pressing, they postpone meetings and put off making decisions.  The project becomes bogged down by delays and distractions.  When the client does act it’s last-minute, hurried, and subject to error. “I like work: it fascinates me. I can sit and look at it for hours.”   – Jerome K. Jerome Research indicates that approximately one-fifth of the adult population regard themselves as having great difficulty initiating or completing tasks and commitments (Harriott and Ferrari, 1996).  Procrastination takes multiple forms.  Many people don’t like being rushed, others don’t like to make decisions, and some simply use their time poorly. Consider the case of Elaine, the 35-year-old owner of a light fixture business founded by her father.  Elaine took the reins from him six months earlier, and she wanted to expand their product line considerably.  She hired an advisor to help her decide which new products to focus on, secure funding to cover development costs, and weigh moving to an upgraded manufacturing facility.  The first two meetings between Elaine and her advisor were animated; they seemed to energize one another as they discussed possibilities for the firm’s future.  The advisor mentioned that grant money might be available for Elaine’s expansion. The advisor downloaded the grant application and emailed it to Elaine, along with detailed information about design trends and forecasts in the lighting industry.  She checked in with Elaine five days later.  Elaine apologized and said she hadn’t yet opened the email, but she promised to do so later that afternoon.  They agreed to talk again in a few days but when the advisor phoned, Elaine’s voicemail greeting indicated that she would be out of the office for a week.  The project limped forward but Elaine missed the deadline for the grant application. Had the advisor been aware of Elaine’s tendency to procrastinate, she could have taken steps to mitigate its effect on the project.  She could have emphasized the grant application deadline and provided Elaine with an estimate of how long it would take to complete it.  More broadly, she could have listed the steps and tasks associated with the project, and with Elaine’s input drafted a timeline that laid out responsibilities and deadlines.  Here are some things she might have said: “This project has a couple of deadlines we should keep in mind; let’s review them so you don’t miss any opportunities.” “To help you plan, I thought you might like to see how much time other clients spent completing various tasks associated with this sort of project.” “I’ve drafted a timeline that can help us stay on track.  I’d like to go over it to see if it seems reasonable or needs any adjustments.” Could the advisor have recognized Elaine’s tendency to procrastinate up front?  Possibly. In their first meeting she might have asked Elaine some questions to assess how she gets things done, such as: “Tell me about other initiatives you’ve spearheaded. What was it like getting from the planning stage to completion?” “As you think about working on this project, what are some other things on your plate that will compete for your time?” Sometimes, if overused, our strengths can work against us.  Consider the client who meets business deadlines far in advance, makes decisions without delay, and accomplishes tasks promptly. This type of client doesn’t waste time and will likely expect the same from the advisor. That’s generally a good thing, but you should ensure that the client doesn’t feel undue pressure to complete assignments or make crucial decisions too quickly.  You could say: “Your diligence will really help us stay on track.  I’ll do my best to keep things moving on my end as well.  That said, it’s possible there will be a few decision points where I may actually tap the brakes to make sure we’re covering all our bases.” This is the fifth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s openness to new ideas. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship. Reference: Harriott, J., and Ferrari, J. R. (1996). Prevalence of procrastination among samples of adults. Psychological Reports. 78, 611–616.

Fourth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the fourth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “The past cannot be changed.  The future is yet in your power.”   – Mary Pickford Clients vary in the degree to which they think about and plan for the future of their business.  Those who give sufficient thought to long-range planning will be better positioned to respond to future opportunities and challenges. They will make better informed long-term business decisions that are more consistent with their goals. Advisors should consider how the current project contributes to the client’s business in the long run.  They should also be alert to matters that need to be resolved before the project begins.  They can begin the discussion by asking, “What impact do you expect this project will have on your business?” or “How does this project fit within the context of your long-range business goals?” Not every client has a strong future orientation.  They may be preoccupied with current affairs, or they believe that if they concentrate on matters at hand then the future will take care of itself.  Some people, because of their unique history, may not be wholly comfortable focusing on the future let alone planning for it.  They may dwell on the challenges they envision or the uncertainties they’re experiencing. Consider Paula, a mid-career architect with an expanding practice she could no longer keep up with on her own.  She debated whether to invite a junior colleague to join her in the business, but she had experienced several downturns in her profession over the years and she worried that growth would be difficult to sustain. With all the unknowns, she found herself unable to focus beyond the next couple of years with any degree of confidence.  She decided to hire an advisor to help her map out and execute a strategic plan.  As the advisor inquired about her goals for the practice, Paula grew quiet and non-committal.  Her advisor made the following observation: “My sense is that you’ve not had a chance to do much long-range preparation. That’s understandable; you’ve got a lot on your plate right now plus you’ve seen your share of recessions.  So, before we focus on specific goals let’s step back a bit and talk about the broad range of possibilities for your practice.” Paula became more comfortable with the conversation, especially after her advisor pointed out that by planning for the future, she would be better positioned to take advantage of opportunities that might emerge. Feeling that Paula was now more open to establishing short-term and long-term goals, her advisor suggested that they work on a planning exercise in their next meeting. Clients are more apt to accept an advisor’s recommendations if they see that there is a clear path linking the present to a desired future state.  Sometimes they just need a little help to be more forward thinking. This is the fourth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s tendency to procrastinate. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.  

Third article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the third in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “In life, change is inevitable.  In business, change is vital”    – Warren G. Bennis It’s very common for clients to seek a business advisor to help them make modifications or improvements to their business.  They may genuinely want things to be different, but that doesn’t necessarily mean that they are comfortable initiating and implementing changes to their business. Consider the case of Sam, the 70-year-old owner of a firm that brokered construction equipment.  Sam hoped to fund his retirement from the sale of the business, and he engaged an advisor to help him streamline the operation so that it would be more appealing to a buyer.  Sam had an encyclopedic knowledge of nearly every piece of large machinery east of the Mississippi and he was acquainted with many of the larger buyers and sellers in the region.  The advisor recommended that Sam embrace the Internet and list his inventory on his website.  Sam felt his success was due to his telephone outreach to prospects and he wasn’t keen on shifting toward an online approach.  He rejected the advisor’s advice and terminated the engagement. Advisors should discuss the amount of change that will likely be required to meet the goals of the project, and they should explore the prospective client’s attitude toward change.  The advisor may acknowledge that change can be difficult, but both parties should focus on the benefits that will accrue from the change(s) rather than the effort involved.  Here is one way to begin the conversation: “This project could involve making some significant changes to your business.  Please tell me about a past instance when you modified your standard operating procedure.  What led up to it, and what was it like for you and your employees?” The advisor should listen to determine whether the client was proactive in making the change, or at least didn’t wait until the situation was dire.  Was the client nervous about the prospect of change or did they see it as a potentially helpful step?  Did the client accept guidance from experts and advisors regarding the change?  Did the client take an active role in implementing the change and help staff adjust to it? If the client appears reticent about making changes, the advisor might say the following: “My sense is that all things being equal, you’re not necessarily inclined to make changes in your business. That’s understandable; even if it leads to a good outcome, change isn’t always easy.  Let’s talk about how much and what type of changes this project might involve.  That way, if there are certain things you would be uncomfortable with, we’ll know that ahead of time and can discuss options and alternatives.” It’s possible that a client may be extremely eager to make changes and solicit (if not expect) suggestions from their advisor.  This may appear to be a client strength, but keep in mind that our weaknesses are often our strengths taken to excess.  Both parties will need to ensure that the client’s embrace of change doesn’t inadvertently lead to the pursuit of unnecessary modifications.  If the client appears too eager to make changes or wants to make too many, too quickly, the advisor might counsel: “I can appreciate how invested you are in making changes, but we also need to make sure we’re strategic in how we roll them out.  Let’s talk about which ones should be prioritized, how we can get the most leverage out of them, and so forth.” This is the third in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s future time perspective. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Second article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable. Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the second in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “What’s past is prologue” – William Shakespeare While every engagement is different, a client’s experience with a complex project (or lack thereof) ought to be grist for the mill before beginning a new advisory relationship.  Without the insights gained from learning about the client’s past, the client and advisor may be starting from square one.  By taking the time to explore the client’s experience, both parties can identify potential obstacles to success and make a more informed judgement as to whether they are well-suited to work together. Consider the story of Jacob, the owner of a medical practice that specialized in providing home infusion treatments.  Twelve years ago, Jacob hired a firm to reduce coding errors, automate insurance filing, and streamline patient billing. The process stalled as Jacob became preoccupied with every detail of the project, right down to the font used on patient statements.  What was to be a nine-month project took almost twice that long to complete.  Now at age 60, Jacob wants to sell the practice and retire.  He hired an exit-planning advisor to orchestrate and manage the process.  The advisor began by recommending an expert to conduct a business valuation.  Things quickly bogged down as Jacob questioned the results and the methodology.  He insisted that another valuation be conducted at the advisor’s expense.  Had the advisor inquired about Jacob’s prior experience and had a better understanding of him, he or she might have explained the valuation process in advance and obtained Jacob’s explicit approval beforehand. A client may have no prior experience working with an advisor on a complex project.  In such cases, the advisor might direct the conversation as follows: “You say you’ve not worked with an advisor on a complex project like this before.  Since we don’t have that background historical information, perhaps you can think about what it has been like working with the professionals who routinely assist you, such as your attorney or accountant.  How does your work style, your communication preference, etc. mesh with theirs?  Are there certain things that lead to productive interactions with those advisors?  With your permission, it would be useful for me to speak to them so that I can get a deeper understanding of your business history and learn more about how they helped you.  Who may I contact?” Some clients have had a truly bad prior experience.  Engagements get terminated before they are finished, advisory relationships end on bad terms, and aggrieved clients may consider legal action.  Not all clients will immediately mention these matters and the prudent advisor should inquire, “Have you been fully satisfied with the process and outcome of previous projects?” If the client wasn’t satisfied, the advisor might pursue the following line of inquiry: “I can’t imagine that was pleasant, but I also hope we can avoid a repeat.  Let’s talk about what was dissatisfying and exchange ideas about how to make sure things go smoothly here.” “How do you feel about the communication between you and that advisor?”    “Were there misunderstandings or misperceptions?”   “What was your degree of alignment regarding how the project would unfold?”  “What prevented the two of you from resolving your dissatisfaction?” “What’s the most important thing we can do differently to ensure a solid working relationship?” As clients respond to these questions, advisors should pay close attention to the client’s observations and insights about the prior advisory relationship.  Are there lessons that can be applied moving forward?  Does the client acknowledge, for example, that communication wasn’t timely or that responsibilities weren’t specified?  If no clear considerations emerge the advisor might suggest an incremental approach rather than contracting for an entire project.  This would give both parties the opportunity to grow comfortable with one another. This is the second in a series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s attitude toward change. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the first in a series that will highlight matters that should be considered by advisors and their clients before they agree to work together. Why take the time to examine the potential working relationship?  Both parties have a shared interest in the project going smoothly.  Clients invest a considerable amount of time, energy, and money, and they expect (or at least hope) that the process will be relatively effortless and pain free.  As an advisor your client’s success is paramount, and satisfied clients can be a good referral source. Yet too often advisors proceed full speed ahead with a prospective client, eager to assist, only to wish they had taken more time to explore issues that affect compatibility.  They come to realize they are a poor fit for their client, they encounter stylistic differences that impede progress, or they discover that the client is uncomfortable with the process.  In some instances, things move forward even though in retrospect it’s clear that the project should have been deferred, either until the client found a better advisor match, refined their goals, or completed some pre-work. The other rationale for taking time up front is that clients may have multiple strengths that ought to be identified and capitalized on.  For example, a client may be particularly innovative and thus quite comfortable with a state-of-the-art solution.  They may embrace change and expect that the advisor will propose initiatives that are truly transformative. Initiating the Discussion Some advisors may feel unsure about how to explore the potential working relationship.  Here is one way to introduce the topic with your client: “We both have a shared interest in this project going smoothly.  I appreciate that it represents an investment of time, energy, and money on your part, and it may require new approaches and changes to your business.  It’s also important to me that we’re successful in meeting your goals.”  “Of course, it makes little sense of us to proceed if we’re not mutually comfortable, and I certainly don’t want you to go down this path if we determine there are significant obstacles to our success.” “Every client comes to us with different characteristics that contribute to our progress together.  If there are things that might affect our working relationship, we should talk about them in advance.  For example, if you’re the sort of person who might benefit from assistance tracking key deadlines it would be helpful for me to know that up front.  By learning more about your work style ahead of time, I’ll be better able to adapt to it and optimize my efforts to assist you.”  At this point the advisor can then raise various topics for discussion.  This can include questions about the client’s prior advisory experiences, attitude toward change, persistence in the face of obstacles, and so forth. This is the first in a series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will address the client’s experience with past projects. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

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Jennifer Abruzzo, the National Labor Relations Board’s (NLRB) General Counsel, is continuing her campaign against non-compete agreements. She just issued a memo announcing her office will seek more remedies for employees who are required to sign non-compete agreements. This follows previous statements in which she said non-compete agreements, which affect about 20% of US workers (30 million people), are unlawful. She has expanded her argument to include “stay-or- pay” provisions, stating they restrict workers’ job opportunities which (somehow) discourages unionizing. Non-Compete Agreements The NLRB is currently considering the legality of non-compete agreements under the National Labor Relations Act (NLRA) in a case involving an Indiana HVAC company. In a 2023 memo, Abruzzo explained why overbroad non-compete agreements are unlawful. She explained they hinder an employee’s ability to exercise their rights under Section 7 of the NLRA, which protects employees’ rights to take collective action including unionization. Abruzzo’s agenda has faced setbacks. In April 2024, the Federal Trade Commission (FTC) largely noncompete agreements, with some exceptions, however the ban was subsequently

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!

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