Family business

When you sit down for an intergenerational conversation about the future of the family business, it’s essential to have multiple goals before you. For instance, maintaining healthy family relationships is as vital as ensuring the business’s ongoing success during a period of transition. Family conflicts often arise from differing opinions, visions, values, or unresolved issues. Emotions can escalate, clouding judgment and diverting focus from the goal of a successful transition. A structured approach not only aids in crafting a resilient succession plan but also fosters unity, ensuring that the business thrives, and relationships are preserved for future generations. In particular, having structured, intergenerational conversations can help your family address ten common issues, ensuring smoother transitions and superior outcomes. 10 Common Issues that Succession Planning Can Resolve Vision for the Future Each generation has its vision for the future of the business. Often, the founding generation wishes for their successors to continue doing things just as they have done, while the children or grandchildren long to do things their way. An intergenerational conversation can help to clarify expectations and aspirations, helping all stakeholders find common ground. Roles and Responsibilities Clarity on who will take on which roles and responsibilities after the transition is crucial. This includes defining new roles for outgoing members if they plan to stay involved, as is often the case with parents who wish to ease away from the business without being cut out of the loop entirely. A structured conversation helps everyone know their role and avoid overstepping. Leadership Style New management often involves a new leadership style, especially when successors have very different personalities or communication styles from their parents. Again, a structured, intergenerational conversation is imperative to ensure new leadership styles can seamlessly integrate into the family business. Financial Expectations Expectations regarding profit distribution, reinvestment, and personal financial planning are often contentious. Having a transparent financial discussion can help to eliminate misunderstandings. Conflict Resolution Conflict is bound to happen even in the most tightly knit families and the most jovial business environments. A conversation about succession planning can provide an opportunity to discuss potential resolution methods, perhaps even introducing a process for third-party mediation. Training and Development Address the need for training and preparation for those taking on new roles, including the possibility of external education or internal mentoring. It is much better to clarify the expectations (and the available resources) before a new generation takes over. Cultural and Value Differences Generational shifts bring changes in company culture and values. These shifts must be managed carefully to maintain the company’s identity, even during a period of transition or evolution. Retirement and Exit Strategies Discussing retirement plans and exit strategies is essential for outgoing family members. This includes financial security and the emotional aspects of leaving the business. It’s good to help the older generation feel validated and supported while also allowing their successors a chance for empathy and understanding. Legal and Estate Planning Ensure all legal issues, including wills, trusts, and ownership documents, are addressed. Legal clarity can prevent any friction or conflict in the future. For this part of the conversation, it may be prudent to invite an attorney to be present. Recognition and Legacy Discuss how the contributions of outgoing family members will be recognized. It’s crucial to respect their legacy and to reinforce their lasting value to the company. Have a Clear Conversation About Family Business Succession Planning Succession planning is vital to preserving your family business legacy and maintaining smooth relationships between the generations. If you have any questions about initiating these structured conversations, we’d love to help. Reach out to WhiteWater Consulting at your convenience!

When preparing for the transfer of a business, there are many stakeholders who can impact your plan. Some have direct authority or decision-making capability over the transaction, but others may have substantial influence. In general, it’s best to presume that anyone who has a relationship with the owner or the business will have some impact on his or her decisions. Internal Stakeholders Of primary importance are partners and shareholders. Even when an owner has a voting majority, minority partners may have an official or unofficial veto. “Official” comes in the form of supermajority rights. Unofficial may be in the form of a threat to terminate employment, which in some cases may make the business unsaleable. If the minority holders are the intended recipients of the equity, they will function as both key components of the company’s value, and negotiators of the price to be paid for that value. Employees are the other major internal stakeholders. Could they be a flight risk in the owner’s absence? Are they in danger of losing special status or privilege under new management? What is the plan for informing and updating them before and after a deal is struck? Family With most business owners, their equity in the business is 50% or more of their personal net worth. That makes future ownership, sale price and coordination with the estate plan items of great interest to spouses and children. In today’s serial family relationships, that can also involve step-siblings, former spouses, and their new partners’ families. If there are children in the business, their future is inextricably tied to the company. If some children are in the business and some outside of it, the entitlements and expectations grow even more complicated. Business Relationships Customers may be transactional, as in retail, or strategic partners whose own business depends on what the company supplies. In such cases, or when customers are government entities, they may have contractual rights to approve a change in ownership. In any case, the valuation of the business is going to depend at least partially on the retention of customers. Suppliers have similar interests. We recently saw a distribution arrangement canceled simply because the supplier was insulted by not being informed about the company’s merger negotiations. The fact that they were conducted under a confidentiality agreement didn’t appease the supplier. Creditors and lenders who hold personal guarantees are bound to be concerned about ownership changes. Be proactive in letting them know how their security interests will be preserved. Public Stakeholders Government entities, especially any with regulatory responsibility over the industry, should also be approached proactively. Waiting for them to recognize a change may seem like “discretion as the better part of valor,” but untimely intervention could derail a transaction. If the company is an important employer, a candidate for relocation, or a fixture in the community, some outreach to elected officials may be advisable. Finally, consider the media. Plenty of business owners have complained about interviews that were slanted, reported inaccurately, or “just plain wrong.” If the transaction is newsworthy (and even if it isn’t,) prepare a professional announcement and a list of where it should be distributed. Refer to it, word for word if necessary, whenever someone calls for comment. Thinking in advance about the impact of an exit plan on the various stakeholders can save advisors and their clients a lot of headaches when a deal is signed.   This article was originally published by John F. Dini, CBEC, CExP, CEPA on

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:

RSG is excited to announce our new workshop titled “Professionalizing the Family Business,” which is initially available to MA-based family businesses.  Generous state funding is available since our workshop is approved through the MA Workforce Training Fund – specifically the Express Program. If you have existing MA clients or others in your network that might benefit from the workshop, let’s discuss further and/or please feel free to share.  Thank you!  Below are a few workshop highlights and the link to my workshop summary page. Workshop Summary Page: Overview: Through our workshop, we interact one-one one with your family business participants, teaching you how to further “professionalize” your organization, while preserving the company’s unique attributes, culture and history.  Our instruction covers your current state of professionalism, improvement areas, prioritization and a change roadmap, as well as important considerations for the family dynamic. Defining Professionalism: An approach to managing your operating rhythms that is organized, clear and repeatable in order to effectively execute upon your company’s big picture objectives. Benefits: Improved organizational effectiveness A more sustainable business model A healthier organization and culture Course Structure: 9 hours of interactive instruction, broken out over 3 sessions Available for up to 8 of your employees At your office and/or virtual sessions available Pricing: $6,000 flat fee with generous MA state funding that could very well allow for quick full or partial MA state reimbursement. Know your state funding eligibility and approval status quickly (typically within 3 weeks) and before you decide whether or not to take the workshop.    

When a new leader takes the helm, their decisions and maneuvers can cause a ripple effect that can be felt throughout your organization – especially regarding technological infrastructure. Even the most minute change can affect the delicate balance of technology within your organization and impact your control environment. During a leadership transition, CFOs have an opportunity to play a critical role in ensuring the passing of the baton is smooth and secure. Taking the proper steps to ensure consistent operations of critical controls during times of change is essential to keeping every aspect of your company secure. Where Do Things Go Wrong? Many scenarios could occur for a leadership change to create a technological disruption. Perhaps your new CEO doesn’t have a strong technological background, so they’re not focused on strengthening internal control processes, which increases the possibility of preventable risk. Or, they want to shake things up from the beginning, introducing new services or technology. Switching vendors or adopting different software tools without proper planning, vetting, and evaluation can create vulnerabilities. Recent headlines demonstrate changes in leadership have the potential to call digital operations into question. For instance, consider the recent takeover of one of the most prominent social media companies. Immediately upon acquisition, the new CEO took a hard-lined approach by significantly restructuring staff and fast-tracking product updates. In situations where such moves occur, leaders will want to be mindful of a potential public loss of confidence or resulting operational issues, which can result in negative publicity. This can have down steam impacts: remaining staff can be left scrambling to plug vulnerabilities and shoulder the added workload left by those let go. Meanwhile, frustrated users of the company’s applications can face glitches, bugs, and other disruptive issues. Another example is the recent collapse of a well-known cryptocurrency exchange group. The absence of a robust control environment led to the first crack in its fragile framework. For businesses looking to safeguard operations with potential leadership shifts in mind, some basic business process controls can help stop or identify issues in control environments early on. While navigating a leadership change, risk management is essential to continue operating ethically and remaining compliant. With the proper considerations in place, you can position your company to be as best prepared as possible when it steers into the unknown. How to Avoid Technological Pitfalls As many CFOs know, when leadership changes in an organization, everything could change, or nothing could change. Being proactive instead of reactive is the key to being prepared for any scenario. You must ensure all your bases are covered if changes are made to processes and technology, and perform due diligence to confirm other areas aren’t affected. When anticipating a change in leadership, consider how that change will affect your organization’s processes and technology and the continued operation of your internal controls. Be ready to address any potential problems swiftly and with proper communication from the top. Conduct an assessment of all IT systems, and evaluate and audit security protocols. Also, be sure to equip your team with the necessary knowledge and tools required for data protection today. And finally, analyze how third-party services might help reduce risk during times like these when changes require you to depend on them more than ever before. Having an independent party study your controls to ensure they’re secure and ready for a leadership transition can help increase consumer and stakeholder confidence. Furthermore, Connect with our seasoned experts today. Copyright © 2023, CBIZ, Inc. All rights reserved. Contents of this publication may not be reproduced without the express written consent of CBIZ. This publication is distributed with the understanding that CBIZ is not rendering legal, accounting or other professional advice. The reader is advised to contact a tax professional prior to taking any action based upon this information. CBIZ assumes no liability whatsoever in connection with the use of this information and assumes no obligation to inform the reader of any changes in tax laws or other factors that could affect the information contained herein. CBIZ MHM is the brand name for CBIZ MHM, LLC, a national professional services company providing tax, financial advisory and consulting services to individuals, tax-exempt organizations and a wide range of publicly-traded and privately-held companies. CBIZ MHM, LLC is a fully owned subsidiary of CBIZ, Inc. (NYSE: CBZ).

As of this month, I have been selling businesses for 20 years. In that time, I have learned quite a bit about selling mid-market privately held companies up to $100M in revenue. Sharing everything I have learned would be a book, not an email😊 Here are some key lessons on my mind today. 1. Every business is unique, but every salable business shares the same characteristics. 2. A business is ready to sell when the owner is realistic about the value of his/her business. 3. During the process of selling a business, business owners learn things that they should have known when they started their business. For some business owners, that’s over 30 years ago! 4. Buyers assess value based on performance and risk, not on effort, years in business, or what deal another business was able to get. 5. Business owners often boast about top-line (revenue) performance. Well, the top line is the “ego line.” The bottom line (profit) drives value and deal terms. 6. There are usually three parties to a deal, the seller(s), the buyer(s), and the financing source. They all must be satisfied for a deal to close. 7. Legal fees are much less if the buyer and seller choose experienced transaction attorneys who are facilitators vs. litigators. 8. For business owners, due diligence is invasive. We compare it to going to a proctologist. (Use your imagination). 9. The best buyer isn’t always the buyer who makes the highest offer. 10. A deal is most likely to close if a buyer, seller, and advisors share a value for integrity and cooperation. I will stop there for this post. The list is in no order. Feel free to email me with other learnings that you see as critical to a selling a business.

  April 11, 2022                                                                             FOR IMMEDIATE RELEASE Media Contact: Craig Decker, 410.525.6208      www.DeckerGlobalWealth.com XPX MARYLAND MEMBER CRAIG DECKER NAMED TO FORBES’ LIST OF BEST-IN-STATE WEALTH ADVISORS  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

Many small business owners haven’t taken the time to decide how to exit their business. Let alone, have they decided what to do in case of an emergent, unplanned exit. Exit planning for small business owners can be challenging and a bit scary, so let’s take some of the mystery out of it. Warning: this post has a lot of questions in it to get you thinking. Big Picture First, let’s look at the big picture and your end goals. Why are you doing this? Why do you fight the good fight of business ownership? Is it to make a living for now and save up money along the way? Or, are you trying to create a business to sell to help you in retirement? Is there someone you want to run it, while you act as CEO doing the bare minimum in your retirement? Do you want to hand it down to your kids? Do you want to work in it until you die or until you tire of it? And then what? Do you have instructions for those left behind on what to do? Is bankruptcy the long-term plan? (It is a real plan for some!) So many times in our businesses, we are going from one thing to the next without thinking of the big picture outcome. But, without that long-term vision or goal, you risk not ending up where you want to be. Exit Planning for Small Business Owners Getting to the meat of this, very few end games have the different steps outlined to work toward as you are growing and running your business. But, most of them require clean finances, repeatable processes, and for you to not be the only reason the company runs. Beginning with finances, you should have a Quickbooks Online. Secondly, establish repeatable processes. Type them up and store them in a centralized location where your team all has access to it. We talk natural disasters to get the business back up and running again quickly. If you have a partner, be sure to discuss the continuation plan. It might be necessary to get a lawyer involved to ensure that everything is set up the way you want it.

As advisors we bring many skills to the table, one of them being the calmest one in the room. But how do you cultivate and maintain calm when the stakes are extremely high and our clients are having a difficult time emotionally.   Here are some quick reminders that can support you in the toughest of situations: One, get back in their shoes. Remind yourself that what is routine for you, is new and can feel threatening to your client.  The only facet that you can control is your own thinking and how you support and guide your client.  Calming yourself down when you’re concerned about how things are proceeding is THE most powerful step you can take.   Next, lean into your expertise and ask the tough questions that demand your attention. When owners are overwhelmed, our natural reaction can be to step back.  Avoiding the ‘elephant in the room’ subjects can actually increase the stress for the client, it can feed their fear.  Lean in and process through the tough conversations. Finally, give your client space to process.  Remember that you might be THE only person they can share their concerns with.  This can be a heavy lift for an advisor but remind yourself that when owners share their fears it literally helps them to get back to their rational thinking and their genius that built this business in the first place. I’m hosting Roundtables this month for expert advisors in the exit space.  I’d love for you to join me. Creating Value through Your Leadership Mindset: High stakes leadership with clients in exit and big growth

Written by Greg Romero – February 11, 2022 As I look back at 2020 and 2021, one thing that really stands out is the sheer scale of uncertainty that family business (and other) leaders faced through the pandemic.  In this environment, leaders went to extraordinary lengths to adapt their businesses in reaction to a myriad of forces impacting them.  As the dust begins to settle from the pandemic, much uncertainty remains, but I believe there is a real opportunity for family business leaders to consider how they can return to a more proactive posture in 2022.   In today’s article, we explore further. Wait, are you suggesting I have not been proactive as a family business leader during the pandemic?  You better believe I did everything in my power to protect our firm and our employees!!!  What do you mean by reactive?     Great question!  I simply mean that Covid forced the federal government, businesses and consumers, alike, to make extraordinary decisions they would not have made under more normal circumstances.  The downstream impacts and uncertainty created by Covid have been felt far and wide.  A few notable examples include supply chain disruptions, transportation issues, the extraordinary Federal stimulus and its unknown impacts, inflation (see my July 2021 article), labor uncertainty and rising wage expectations, Fed asset tapering and prospective interest rate hikes, proposed tax law changes, remote work availability and expectations, etc.  Some firms were better positioned than others in this environment, depending on their industry, geography, scale, financial strength, competitive positioning, internal capabilities, leadership and even luck. Playing devil’s advocate, one might suggest that the strong M&A market in 2021 is a great example of how business leaders were in fact proactive.  This is a fair point, but looking through the lens of family business owners I would say that at least a portion of these “strategic” deals were reactionary.  Some owners who had previously deferred retirement were saying “I’ve had enough,” while other transactions were fire drills to get ahead of potential tax law changes, which still may or may not go into place. Ok, but you would agree that much uncertainty remains in 2022? Clearly much uncertainty persists.  Supply chain issues will likely continue for much of 2022 (if not beyond).  At the same time, it is unclear how long elevated inflation will last (n.b., latest YOY CPI reading of 7.5% on February 10, 2022) and how much the Federal Reserve will raise rates this year to help contain inflation.  The tight labor market continues and wage growth remains elevated.   Remote work or a hybrid model, where feasible, is becoming a structural expectation in some industries and companies.  Elevated energy prices are also back in the spotlight, as are the impacts to businesses, commuters, and homeowners alike.  Geopolitics (e.g., Ukraine) and political election cycles add another unknown to decision-making.  Proposed additional government spending (e.g., Build Back Better) and associated tax law changes are still a big question mark, as well. At the same time, consumers are taking note of sustained inflation and the need to raise rates to offset.  As illustrated by Gwynn Guilford in the Wall Street Journal on February 10, 2022, “The average U.S. household is spending an additional $276 a month because of inflation that is rising at its fastest rate in 40 years, a new economic analysis showed.” [1] If consumer demand softens materially, especially in combination with persistent supply chain issues in 2022, the economy will feel the impact, but when and to what extent is TBD. So amidst the continued uncertainty, how might I be more proactive?  Thank you for asking.  Now is a great time to consider what additional strategic and tactical steps you can take to make your business more sustainable and competitive longer term amidst the continued uncertainty.  In their book Built to Last, Jim Collins and Jerry I. Porras do a great job of illustrating the need to focus on “clock-building” instead of “time telling.” [2] You may have had plans for your company that were disrupted or dramatically changed due to the pandemic.  In light of the emerging new world, what potential improvements are needed for your ‘clock’ (i.e., the family business) to achieve your prior goals, both strategically and in the day-to-day management?  Maybe the events of 2020 and 2021 require a new playbook altogether. For another perspective, Arianne Cohen provides color in her Bloomberg Businessweek article on February 9, 2022 of how business leaders are increasingly using scenario analysis as part of their planning process: “To adjust to this turbulent environment, leaders are turning increasingly to a strategy that was previously reserved for unlikely or extreme events: Rather than follow a plan, they identify a handful of scenarios that might arise and then one or two responses each might require.” [3] Said another way, business leaders are laying out scenarios for various points of uncertainty that have the potential to impact their business (e.g., extent of continued supply chain issues in 2022 and beyond) and are identifying action plans for different scenarios playing out.  This allows you to proactively “pivot” as you get clarity on the prior points of uncertainty. Ok, thanks.  Can you offer a few tangible examples of how I can be more proactive within the family business in 2022?      Sure, here are a few areas within your business to potentially focus: Revisit Your Core – Understanding the abundant disruptions through Covid, are your family business’ core purpose (i.e., why are we here) and values still clear to shareholders, management and employees, alike? [2] Is it possible that Covid changed the core of the company? Conduct a ‘State of the Union’ Review – Whatever your goals are (or where before the pandemic) for the company, consider taking a fresh look at your company’s internal capabilities, competitive positioning and evolving markets.  This will help you to make better decisions on both a strategic and tactical level.  What risks do you face and what opportunities are on the horizon? Reassess Financial Health – How is your financial position different today than before Covid? Are there any ways to improve revenue or cut costs?  How has the strength of your balance sheet changed?  How does your cash flow compare to before the pandemic?  How will rising rates impact your financial health? Strategic Planning – You may have put your strategic planning process on hold during the pandemic or may historically have used a less structured planning process. As we enter the new world, now is a great time to take a fresh look at strategic planning. Assess Sustainability – Understanding you may have different goals for the company, a critical component of managing a family business longer-term is understanding the company’s sustainability beyond a particular leader or possibly a specific product life cycle. If you are considering the business through a longer-term lens, think about how to make your ‘clock’ more sustainable. Review Efficiency – Are there opportunities to improve the efficiency of your business processes, administration, operations, etc.? Assess Adaptability – During the pandemic, how would you rate your family business’ ability to adapt or change? In what ways might you improve the adaptability of your organization in the future, so your firm can more easily pivot in the future? Measure Performance – How has the company historically measured performance (e.g., KPIs). This might be great time to revisit. Evaluate Organizational Health – What steps could you take to improve the health of your organization. In his book, The Four Obsessions of an Extraordinary Executive, Patrick Lencioni illustrates nicely the characteristics of a healthy organization – “A healthy organization is one that has less politics and confusion, higher morale and productivity, lower unwanted turnover, lower recruiting costs than an unhealthy one.”  How healthy is your organization, and what systems or mechanisms could you put in place to improve your organization’s health heading out of the pandemic? [4] The Family Dynamic – Have family business relationships strengthened or been strained during Covid? Do shareholders (and other key stakeholders) see eye-to-eye on how to take the company forward post-pandemic?  Are family members in the right seats?  Was your governance structure sufficient during the pandemic or are their areas for improvement? Thanks, you’ve given me a lot to think about.  Do you have any final thoughts on being more proactive in 2022? Sure. It is important to remember that each family business operates in a unique economic landscape and within a unique family dynamic.  Clearly many unknowns exist as we get out the gate in 2022 and as the fog starts to lift from Covid.   Some family businesses are coming out of Covid in a healthier position than others.  This said, I think there is a real opportunity for family business leaders to get more on offense, factoring in the uncertainty. Please do not hesitate to reach out to discuss this topic or other areas relevant to your business. I take great pride in helping family businesses and other closely-held companies problem solve and create value across strategy and business operations. My direct work line is (978) 883-3522 and my email is greg@romerosolutionsgroup.com.   Sources: 1 – The Wall Street Journal, U.S. Inflation Rate Accelerates to a 40-Year High on 7.5%, Gwynn Guilford, February 10, 2022. 2 – Collins, J. & Porras, J., Built to Last: Successful Habits of Visionary Companies, New York, HarperCollins, 1994. 3 – Bloomberg Businessweek, The Crisis Management Strategies That CEOs Now Use Every Day, Arianne Cohen, February 9, 2022. 4 – Lencioni, Patrick, The Four Obsessions of an Extraordinary Executive, San Francisco, Jossey-Bass, 2000.

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Qualified Small Business Stock is a type of stock that includes immense tax relief for investors. Those benefits serve to stimulate investment in small businesses by mitigating the tax consequences that attach to their returns. Below is an article that discusses the definition of QSBS, the relevant IRC section at play, the tax benefits flowing from QSBS, the standards for obtaining QSBS, and the costs and importance involved in gaining a QSBS certification. What is Qualified Small Business Stock? Qualified Small Business Stock is that class of stock issued by a small C corporation that meets specific qualifications specified in the Internal Revenue Code. It enables the investor in QSBS to exclude from federal income taxation up to 100% of the capital gain realized upon the sale of such stock, provided certain requirements are met. The provision is meant to incentivize investment in startups and small businesses as a means of promoting innovation and driving economic growth. Governing Section of the Internal Revenue Code Treatment of QSBS is given under Section 1202 of the Internal Revenue Code. This section was enacted as part of the Revenue Reconciliation Act of 1993 and has undergone several amendments to expand the benefits available to investors. Section 1202 outlines those requirements that must be satisfied for stock to qualify as QSBS, along with particular tax benefits available to the investors. Examples of Qualified Small Business Stock Tax Benefits Investing in QSBS offers substantial benefits in terms of tax. Example: Exclusion of Capital Gains: Depending on when the QSBS was acquired, up to 100% of the capital gains from the sale of QSBS can be excluded from federal income tax. The exclusion percentages are as follows: 50% of the stock acquired from August 11, 1993 to February 17, 2009. 75% for stock acquired between February 18, 2009 and September 27, 2010. 100% for stock acquired after September 27, 2010. Limitation on Gain: The amount of gain to be excluded is limited to the greater of $10 million or ten times the adjusted basis in the stock. The generous cap allows for significant tax savings by investors. The Alternative Minimum Tax (AMT) stipulates that gains exempted under Section 1202 do not qualify as preference items for the purposes of AMT, potentially offering supplementary tax relief. State Tax Benefits: Some states follow federal QSBS exclusion rules, giving additional state tax benefits. Investors should check the particular rules of the state pertaining to QSBS. How to Meet the QSBS Requirements To qualify for QSBS treatment, certain requirements must be met: Qualified Small Business: The issuing corporation must be a domestic C-corporation and it must meet the definition of a “qualified small business.” A qualified small business is one in which the corporation’s aggregate gross assets do not exceed $50 million at any time before and immediately after the issuance of the stock. Active Business Requirement: During at least 80% of the period the investment is held, assets of the corporation must be used in the active conduct of one or more qualified trades or businesses. The following types of businesses specifically do not qualify:. The stock must be obtained directly from the corporation when the stock is originally issued, in exchange for money, other property but not stock, or as compensation for services. Holding Period: The investor must hold the QSBS for more than five years to qualify under the capital gains exclusion. These requirements are often complex to navigate, and guidance is usually sought from a tax specialist to ensure compliance with the law. What is a Qualified Small Business Stock Attestation? A Qualified Small Business Stock Attestation is the declaration of a corporation; a formal statement that the stock of the particular corporation meets all the qualifications necessary for the classification to be deemed a QSBS under Section 1202 of the Internal Revenue Code. This certification gives assurance of qualification both to investors and the tax authorities, confirming the eligibility for the tax advantages to the owners. Importance and Cost of a Qualified Small Business Stock Attestation Investor Confidence: It enhances investor confidence because the attestation is basically a documented proof that the stock is qualified for favorable tax treatment; thus, making it more attractive to prospective investors. Tax Compliance: An attestation plays a crucial role in confirming adherence to tax regulations and can promote more efficient engagement with tax authorities. It functions as proof that the corporation satisfies the QSBS requirements, which may streamline the tax reporting procedure. Risk Mitigation: The attestation works by giving a risk mitigation of disputes or challenges in the future that may develop in the mind of the IRS about the stock’s QSBS status. Cost The costs for obtaining a QSBS certification will depend on many factors, such as the extent of complexity of the company’s organizational structure and how much any given professional services company charges for providing the certification. In most cases, the costs range between several thousand to tens of thousands of dollars. Regardless of the monetary investment, the tax advantages likely to be gained for the backers, coupled with increased certainty of conformity, could make the expense a wise investment. Conclusion Qualified Small Business Stock provides substantial tax advantages to investors in the interest of enabling small businesses to energize the economy. Controlled by Section 1202 of the Internal Revenue Code, QSBS enables considerable exclusions from federal income taxation of capital gains. However, fulfilling these requirements can be tricky, and the ability to get a QSBS attestation may provide much value through assurance with compliance and qualification for huge tax benefits. Although obtaining such certification does involve some costs, the potential tax incentives and reduced liabilities make it an important consideration for companies and investors alike.

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.

Early last month, the Occupational Safety and Health Administration (OSHA) proposed the Heat Injury and Illness Prevention in Outdoor and Indoor Work Settings rule. The aim is to curb heat related injuries or death which OSHA identifies as “the leading cause of death among all hazardous weather conditions in the United States.” The proposal places new responsibilities on employers: establishing heat thresholds, developing Heat Injury and Illness Prevention Plans, regularly monitoring temperatures, and establishing safety measures when heat thresholds are met. This rule is yet to be finalized however, it is a sign of what’s to come. The standard applies to all employers except for the following: Work activities for which there is no reasonable expectation of exposure at or above the initial heat trigger. Short duration employee exposures at or above the initial heat trigger of 15 minutes or less in any 60-minute period. Organizations whose primary function is the performance of firefighting and other certain emergency services. Work activities performed in indoor work areas or vehicles where air conditioning consistently keeps the ambient temperature below 80°F. Telework (work from home). Sedentary work activities at indoor work areas that only involve some combination of the following: sitting, occasional standing and walking for brief periods of time, and occasional lifting of objects weighing less than 10 pounds. Heat Thresholds There are two heat thresholds which will trigger employer action: An “initial heat trigger” means a heat index of 80°F or a wet bulb globe temperature (defined below) equal to the National Institute for Occupational Safety and Health (NIOSH) Recommended Alert Limit; and A “high heat trigger” means a heat index of 90°F or a wet bulb globe temperature equal to the NIOSH Recommended Exposure Limit. The “heat index” is calculated by measuring the ambient temperature and humidity. Wet bulb globe temperature is a heat metric that considers ambient temperature, humidity, radiant heat from sunlight or artificial heat sources and air movement. Employers may choose either method of measuring the temperature.   Heat Injury and Illness Prevention Plan (HIIPP) Requirements If an employer does not fall under the exceptions, it must develop a HIIPP with the input of non-managerial employees and their representatives for occasions when the heat threshold is surpassed. This plan may vary on the worksite but must be written if the employer has more than 10 employees and use a language employees will understand. The HIIPP must contain: A comprehensive list of the type of work activities covered by the HIIPP Policies and procedures needed to remain compliant with the standard. Identification of which heat metric the employer will use heat index or wet bulb globe temperature. A plan for when the heat threshold is met. Along with creating the HIIPP, employers must designate one or more “heat safety coordinators” responsible for implementing and monitoring the HIIPP. The HIIPP must be reviewed at least annually or whenever a heat related injury or illness results in death, days off work, medical treatment exceeding first aid, or loss of consciousness. Employers must seek input from non-managerial employees and their representatives during any reviews or updates. The definition of “representative” is not defined; if this is broadly defined, this could be a major complexity employers must face. Identifying Heat Hazards Employers must monitor heat conditions at outdoor work areas by: Monitoring temperatures at a sufficient frequency; and Track heat index forecasts or Measure the heat index or wet bulb globe temperature at or as close as possible to the work areas. For indoor work areas, employers must: Identify work areas where there is an expectation that employees will be exposed to heat at or above the initial heat trigger; and Create a monitoring plan covering each identified work area and include this work area in the HIIPP. Employers must evaluate affected work areas and update their monitoring plan whenever there is a change in production processes or a substantial increase to the outdoor temperature. The heat metric employers choose will affect the thresholds. If no heat metric is specified, the heat metric will be the heat index value.  Employers are exempt from monitoring if they assume the temperature is at or above both the initial and high heat trigger, in which case they must follow the controls below. Control Measures When Heat Triggers are Met When the initial heat trigger is met, employers must: Provide cool accessible drinking water of sufficient quantity (1 quart per employee per hour). Provide break areas at outdoor worksites with natural shade, artificial shade, or air conditioning (if in an enclosed space). Provide break areas at indoor worksites with air conditioning or increased air movement, and if necessary de-humidification. For indoor work areas, provide air conditioning or have increased air movement, and if necessary de-humidification. In cases of radiant heat sources, other measures must be taken (e.g., shielding/barriers and isolating heat sources). Provide employees a minimum 15-minute paid rest break in break areas at least every two hours (a paid or unpaid meal break may count as a rest break). Allow and encourage employees to take paid rest breaks to prevent overheating. At ambient temperatures above 102° F, evaluate humidity to determine if fan use is harmful. Provide acclimatization plans for new employees or employees who have been away for more than 2 weeks. Maintain effective two-way communication between management and employees. Implement a system to observe signs and symptoms of heat related problems (e.g., a Buddy system). When the high heat trigger is met, employers are additionally required to: Provide employees with hazard notifications prior to the work shift or upon determining the high heat trigger is met which includes: the importance of drinking water, employees right to take rest breaks, how to seek help in a heat emergency, and the location of break areas and water. Place warning signs at indoor work areas with ambient temperatures exceeding 102° F. Other Requirements Training: all employees and supervisors expected to perform work above the heat thresholds must be trained before starting such work and annually.   What’s Next? The rule is yet to be published in the Federal Register. Once this happens, there will be a 120-day comment period when all members of the public may offer OSHA their opinion about the rule. Whether this rule comes to fruition may also depend on which party wins the White House. Furthermore, if finalized this rule would likely be challenged in the courts, which now have more discretion to overrule agency rules following the US Supreme court case of Loper Bright Enterprises v. Raimondo and Relentless Inc. v. Department of Commerce (overturning the Chevron deference decision). Employers should review their heat illness prevention policies to maintain compliance with regulations. If you have questions, call competent labor and employment counsel. 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  

Today we are highlighting the FIREPOWER Owner Sweet Spot Sessions! We’re about to embark on a game-changing conversation that will revolutionize the way you approach your business. It’s time to shift gears and start envisioning the future of your company in a new personal role. The Small Business Universe: Common Concerns of Owners Similar concerns echo throughout the small business universe. Maybe you feel like you’re lacking the right leadership, or worse, you don’t have any leadership at all. Perhaps your workforce has hit a plateau, or you’re dealing with the frustrating challenge of high turnover. And let’s not even get started on the never-ending cycle of decision-making, where it feels like you’re carrying the entire load on your own. What is the Work that Only You Can Do? We’re here to share a secret to successfully moving your business into the future. It all starts with a simple question: What is the work that only you can do? It’s time to tap into your natural talents and abilities that have fueled your business success from its inception and then refocus your efforts in a new way. Now, brace yourself for a little revelation that’ll bring a smile to your face. The answer to that question is much less than what you’re currently doing. Yes, you heard it right. You’re probably sporting way too many hats, it’s time to bid farewell to those unnecessary responsibilities and rediscover your true sweet spot. Enter the FIREPOWER Owner Sweet Spot sessions. These sessions are crafted to help you pinpoint those burdensome responsibilities that are holding you back from doing the work your company desperately needs from you. We’re here to lift that heavy weight off your shoulders and set you free to focus on what truly matters in achieving your future goals. Deciphering the best use of your time is the key to solving both short-term challenges and long-term business goals. It allows you to stay fully engaged in the work that only you should do, helps your teams to know your true superpowers, and ultimately unleashes your full potential to lead your company into the future. At FIREPOWER, we truly get the challenge, we live it every day. We understand the struggles you face as an owner.  Juggling numerous roles and tasks can be incredibly overwhelming and downright draining. But here’s some fantastic news – it doesn’t have to be that way. By identifying your unique strengths, you can reclaim your valuable time, restore your energy reserves, and reignite your enthusiasm for your business. So, are you ready to unlock your Owner Sweet Spot? Then it’s time to bid farewell to all the hats you’ve been wearing, delegate those unnecessary responsibilities, and rediscover the true value you bring to your company. Our owner-focused approach led by Maria Forbes, will expertly guide you through the process, empower your team, and take your business to unprecedented heights. Conclusion Remember, sustainable growth flourishes when you harness the potential of your team and become laser-focused on the work that only you can do. The number of hats you wear will shrink, while the quality of your life expands. It’s time to embrace the FIREPOWER within you and achieve the success you’ve always dreamed about. Together, we can make it happen! Fuel your people power, Maria Forbes with FIREPOWER Teams

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