Date: March 10, 2022 (Thursday) Start Time: 12 p.m. Eastern Standard Time End Time: 1 p.m. Eastern Standard Time Platform: Zoom Questions: Chat
Program produced by Leo provides proven expertise to advise clients on an array of complex financial planning issues. Additionally, he works closely with institutions and foundations to educate board members and assist in the creation of tailored investment solutions. Leo has been recognized as both an industry and thought leader by some of the most prestigious financial publications and he is featured regularly on CNBC, Fox Business News, The Wall Street Journal, Bloomberg TV and Radio, and countless others. Prior to founding Verdence Capital Advisors, Leo was a Managing Director, Partner at HighTower Advisors and previously worked at Merrill Lynch and Bloomberg.
In every internal transfer, whether to family or employees, the owner/seller has to make the harvest or grow decision. We’ll presume that your business has already reached a point where its value meets or exceeds your financial objectives as the owner. If growth is required in order for you to afford your next act, then that decision is less strategic than it is driven by your lifestyle requirements. If the company has already reached a substantial level of success, however, you may still be tempted to maximize cash flow until your departure. Deliberately reducing your cash flow by starting a process of equity transfer may not sound very appealing. The obvious question is “Why would I sacrifice my personal income in order to finance their acquisition of my company?” Why not harvest? The answer to that question revolves around the strength of your desire to control the process. Although staged internal transfers of equity almost inevitably require that the owners surrender some personal income at the outset, there is considerable psychological value in dictating the timing, method, and eventual proceeds of your exit. When compared to the listing and sale process of presenting the company to third-party buyers, an internal transfer allows the maximum of owner control. There is no exposing the finances of the company to strangers. It doesn’t require negotiating, sometimes against professional negotiators, or against low-bid opening offers. Since internal buyers are already familiar with the organization, it can circumvent the often excruciating process of due diligence. IAs a seller, you can look at your up-front funding of initial equity purchases as a sort of insurance policy. No lender will fund 100% of an employee purchase, and family purchases are rarely financeable. Transferring equity to the buyers, whether it is fully paid for or via a subordinated note, allows them to finance the balance of the purchase. The “insurance” factor is usually understood. In return for sacrificing some cash flow now, an owner can leave on a chosen departure date with 70% or more of the proceeds in hand. The longer you wait, the higher the probability that you will have to owner-finance the entire transaction. Why not grow? There are also a few arguments against a growth strategy. The chief one among these is time. If you are pressed for time due to the influence of one of the
A Rollovers as Business Start-ups (ROBS) strategy for starting or buying a business has numerous benefits, including ready access to cash flow and
“What is an Exit Plan” is an article I wrote ten years ago. It was just brought to my attention and I realized I never posted it to Awake for some reason. Here, with some updating, we celebrate its 10th anniversary. Exit planning is the buzzword for those who consult to Baby Boomer business owners. Business brokers, wealth managers and other professionals are adding “exit planning” to their marketing messages. It’s a logical reaction when over 5,000,000 Baby Boomers (about 3,000,000 in 2024) are preparing to leave their businesses. Not surprisingly, when a business broker creates an “exit plan,” it usually involves listing the business for sale to a third party. An attorney’s planning focuses on the legal documents that allow the transition of the assets of a company to new ownership. An accountant or financial planner will look closely at tax and inheritance issues, and an insurance broker offers products that reduce the risk of interruption or disaster. All these are important to the successful implementation of a plan, but each professional focuses on his or her specific skill set. If your shoulder hurts, you could go to an orthopedic surgeon, a neurologist, a general internist, a chiropractor, or a physical therapist. Each will have a treatment approach for a painful shoulder. Each will be different, based on his or her specialty. Each will reduce the pain at least somewhat, although some of them may or may not address the underlying cause. Similarly, there are many professionals who claim competence in exit planning. Each has a different area of expertise, and what they term exit planning tends to focus on those areas. A comprehensive exit strategy encompasses legal, tax, and risk management issues, but it also examines the operational issues of the company whose value is the underlying driver for everything else. Why do an Exit Plan? Before drafting the first document or embarking on a plan to spend the money from a sale, the business must first realize the proceeds of a transaction. That means it must find a buyer who will pay for it. That buyer could be a third party, but it might also be an employee, an employee group, or family members. Any third party considering the purchase of a business will do extensive due diligence. Their willingness to pay a premium for a company will depend on its track record of revenue growth, the stability of its margins, and how well-established its systems and customers are. If the company is larger than about twenty employees, they will look for supervisory and management talent who will stay after the sale. Regardless of size, a business that is highly dependent on the owner for revenue or making all key decisions will be deeply discounted or even impossible to sell. An exit plan should look at these factors and help to make the adjustments needed to realize full value. Selling to employees or family is often an attractive option because it allows the ownerto choose a retirement date, and price is less of an issue than financing terms. Unless you are willing to accept a promissory note for most of the price and feel secure that your successors can maintain payments over a long period, a plan for this kind of exit should begin at least three, and preferably five to eight years before the planned transfer date. What is an Exit Planner? An exit plan needs legal, tax, risk and wealth management expertise to be successful, but it also requires a practical examination of the operational strengths of your business. Selecting one professional to manage the efforts of everyone, and to help keep you on track, is a wise investment. In America, the average small business owner has nearly 75% of his or her net worth in the company (still true in 2024). The single biggest financial transaction of your life deserves special attention. ==================== This article was originally published by John F. Dini, CBEC, CExP, CEPA on
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
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