Valuation

In the fast-paced world of mergers and acquisitions (M&A), professionals are always on the lookout for ways to improve the businesses they represent. The tools and technologies we use can make a big difference, whether we’re aiming for organic growth or preparing a business for sale. Traditionally, business owners have relied on spreadsheets, off-the-shelf software, or Enterprise Resource Planning (ERP) systems. But today, there’s a powerful alternative that’s gaining traction: low-code and no-code development platforms. So, what is low-code development? Low-code development platforms provide a user-friendly way to build applications. Instead of writing complex code, you can create software through simple graphical interfaces and configuration. If you’ve ever used Wordpress to create a website without knowing how to code, you’ll understand the concept. Low-code brings this same simplicity to software development, allowing both business users and developers to create custom applications with minimal coding knowledge. Why are traditional solutions falling short? Spreadsheets: They’re versatile and widely used, but they can become a headache as businesses grow. Spreadsheets are prone to errors, difficult to manage at scale, and lack the robust features needed for complex business processes. Off-the-shelf solutions: While they offer a quick fix for specific needs, these solutions often lack the flexibility to adapt to a business’s unique processes. Customization is limited, and integrating them with other systems can be a challenge. ERP systems: These systems are comprehensive and powerful, but they come with a hefty price tag and lengthy implementation times. Their complexity and cost make them impractical for many small to medium-sized businesses. Here’s why low-code solutions are gaining popularity: Cost-effective: Low-code platforms are generally more affordable than ERP systems, providing robust functionality without the high costs of traditional development and maintenance. Flexibility and customization: Unlike off-the-shelf solutions, low-code platforms let you tailor applications to your specific business needs. This adaptability ensures that the software evolves with your business, supporting growth and changes in processes. Speed of development: Low-code platforms significantly reduce development time. What once took months can now be accomplished in weeks or even days. This speed is crucial for faster adoption and quicker returns on investment. User empowerment: With low-code, business users can actively participate in application development. This reduces reliance on IT departments and accelerates innovation, as those who best understand the business can directly contribute to the development process. Scalability: As businesses grow, their needs change. Low-code platforms are designed to scale, allowing applications to expand and adapt without requiring complete overhauls or replacements. How can businesses use low-code? Process automation: Automating repetitive and manual tasks can save time and reduce errors. Low-code platforms make it easy to automate workflows and processes, improving overall productivity. Custom reporting and analytics: Businesses need actionable insights to make informed decisions. Low-code platforms enable the creation of custom dashboards and reports tailored to your specific requirements. Inventory and supply chain management: For businesses with unique inventory and supply chain needs, low-code platforms can provide customized solutions that enhance visibility and control without the complexity and cost of traditional ERP systems. Let’s look at a real-world example: A mid-sized manufacturing company was looking to optimize its operations before a potential sale. They had been relying on spreadsheets and an outdated off-the-shelf inventory management system. By implementing a low-code platform, they were able to: Streamline inventory management: They built custom applications to track inventory in real-time, reducing stockouts and excess inventory. Improve order processing: Automated workflows sped up order processing, leading to happier customers and fewer errors. Enhance reporting: Tailored dashboards provided management with real-time insights into key performance indicators, supporting better decision-making. The result? A more efficient, agile, and attractive business, ready for growth or acquisition. In conclusion: For M&A professionals, understanding the potential of low-code platforms is a game-changer. These solutions offer a compelling alternative to traditional software options, providing the flexibility, cost-effectiveness, and speed needed to support business growth and transformation. By leveraging low-code, we can help business owners unlock new levels of efficiency and value, ultimately driving better outcomes in the competitive landscape of mergers and acquisitions. As the business world continues to evolve, staying ahead of technological trends is crucial. Low-code platforms represent a transformative opportunity for those willing to embrace their potential. Whether we’re preparing a business for sale or driving operational improvements, low-code is a powerful tool in the modern M&A professional’s toolkit.

Accurate Asset Assessment for Fair Distribution: When planning an estate, one of the primary concerns is ensuring a fair and equitable distribution of assets among beneficiaries. A professional valuation provides an accurate and unbiased assessment of the true value of all assets, including real estate, investments, businesses, and personal property. This is essential to avoid disputes among heirs and ensure that your wishes are carried out as intended. Compliance with Tax Regulations: Estate planning often involves navigating complex tax laws. Accurate valuations are crucial for complying with estate and inheritance tax regulations, such as the Internal Revenue Code in the United States. A professional valuation helps in accurately reporting the value of the estate, ensuring compliance, and potentially minimizing tax liabilities. Valuation of Business Interests: For estate holders with business interests, determining the value of these interests is often complicated. Professional valuation firms have the expertise to assess the fair market value of businesses, considering factors like market position, earning potential, and other unique attributes. This is vital for both tax reporting and fair distribution of the business among heirs. Handling Unique or Illiquid Assets: Estate planning can involve unique or illiquid assets, such as art, antiques, or intellectual property. Professional valuation experts have the specialized knowledge to accurately assess these types of assets, ensuring that they are appropriately valued and accounted for in the estate plan. Regular Reassessment for Changing Values: Asset values can fluctuate over time due to market changes, economic conditions, and other factors. Regular reassessment of asset values by a professional is important to keep the estate plan current and reflective of true asset values. This helps in maintaining fairness and accuracy in the estate plan over time.

In the competitive world of business, marketing plays a pivotal role to drive revenue generation, brand equity, and overall business valuation. Companies that view branding and advertising as a growth strategy are twice as likely to see revenue growth of 5% or more than those that don’t (source: “Read our case study for details. A pilot program is a great way to get started with evaluating how marketing can support the sales process. Be sure to give the program enough time and budget to be effective. In the B2B environment, it often does not take much to recoup the costs of a successful marketing campaign. Getting Started In today’s digital age, businesses that fail to leverage marketing risk being left behind by competitors who effectively tell their story and reach their target audiences. As a trusted advisor, you have the opportunity to guide business owners in recognizing marketing’s potential to drive sustainable growth, profitability, and long-term enterprise value. Knowmad is here to help you design and build a digital marketing program that gets measurable business results. Reach out to William McKee and discover the potential that a data-driven marketing plan can make for your business.

Ever heard of the 5x fallacy?  Hint: It  has to do with business valuation. Using a multiple of X. Try this among your peers, other business owners, and ask your CPA. 1.Ask:  What is a good multiple I should use to estimate the value of my business? You will get all sorts of answers, 5 times EBITDA or 2 times revenue, all sorts of “benchmarks”. 2.Ask people at your industry association. What do they think is a good multiple for a quick estimation of value? 3.Next, assume you were going to buy out a competitor, similar to you in size, and profit. Ask yourself, how much would I spend my own cash for it? Or put another way, if you were to buy a similar business like yours to grow your business thorough an acquisition, to add $ X in added profit, with a reasonable rate of return on your money, what would you be willing to pay for it, in real after tax money? What we see, people are NOT willing to pay anywhere close to as much for another similar business as they think their current business is worth.  Even if the business is a good strategic fit. They want to get a deal, buy at a discount, pay as little as possible. The reason is not greed. Its because you can’t really be sure of “hidden” features in the target business. You don’t know what will “pop up” after you buy it. It’s been private and therefore not transparent. Some people call this the skeletons in the closet. This is why asset sales oftentimes are a protective move for buyers. Don’t buy the business, and assume the unknown liabilities. This can help mitigate some things, but still does not fully cover the risk of buying a private business.  So in reality there is a higher risk premium required with private business transactions and to offset this you need to pay less to cover the risk, or at least to try to offset it if you are buying or investing in a private business. Multiples don’t accurately account for this risk premium. Too vague. Most of the unknowns ( risks)  are because private business is just that, private. The customer base loyalty is not necessarily easily transferable for example. The operations, people, staff, managers, etc. are doing things their way, not necessarily how best to manage a business as a financial investment. There are always inefficiencies in processes and management. The goal is to identify them and have a reliable way to measure the impact of these inefficiencies on the value of the business. It is not always obvious or easy to do. Therefore using or relying on any sort of multiple of revenue, or EBITDA. or other financial metric is NOT anywhere close to giving you any real world idea what a business is worth on the open market, at time of sale or transition.  My suggestion. Don’t ever use multiples ever. It’s not real, it will lead to bad decisions and bad long term personal planning if you are relaying on a liquidity event ( sale of some sort of cash out) to fund your retirement or other financial goal. On the positive side, value growth can be manufactured using a formal process, over time. You can manage and control value build. Do an assessment of your business ( selling or buying it’s the same process), of the operational risks and intrinsic risks to uncover where value gaps exist in the enterprise. Use a dedicated formal process of evaluation with data that is real, and comparable.  Look deeply under the hood at how the business is managed. Do you ( or your purchase business), have things buttoned up, contracts in place with vendors, HR, and documented processes for all operational areas. Good financial reporting that ties profit to each activity is critical as well. Most private business do not do this all that well. There are always gaps and higher risks embedded in most private business. Intrinsic risk is not easy to quantify. Using a formal process to evaluate things in terms other than a financial metric like 5X, or other meaningless ” rules of thumb”.  Value can be manufactured and realized systematically over time.

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

Increasing revenue when preparing for a future sale (or pretty much anytime!) is great but an equivalent savings in operational costs, such as supply chain and manufacturing, can provide an even greater increase in company sales price since valuations are often based on multiples of EBITDA. A $1M increase in sales may improve EBITDA by several hundred thousand dollars while a $1M decrease in supply chain and manufacturing costs usually improves EBITDA by almost that full amount. There are a number of ways to tackle optimizing these costs.  A first step is to look at the current manufacturing and supply chain strategies and how they align with the company’s overall strategy.  Are these areas part of the core competencies that are essential to maintain in-house? Are there other possible operational strategies that are worth considering? With that guidance, companies can then look at their options.  Are they buying the right things from the right suppliers (and the right number of suppliers) at the right time (think inventory levels) at the right prices and on the right terms? Do they have the right mix of what they fabricate, assemble, test, package, and distribute themselves vs. through suppliers? Are the in-house process optimized for best cost, inventory, and quality? Assessing these areas provides great potential for increasing the company’s values.  For more information please go to

You approach your attorney, CPA, insurance professional and other financial advisors as you’re in the beginning stages of wanting to sell your company, Tax E, Vader’s No Wax Flooring, Inc. Your advisor(s) recommended a business valuator to get an idea of what the business is worth (perhaps Abo Cipolla Financial Forensics, LLC). Abo delivers the report. Now what? The value appears to be in the ballpark, but what do the report’s details mean? Whatever the reason for a valuation, a basic understanding of the report’s content means there’s no need to take it at face value. Four Points of Interest In today’s fast-paced business environment, it’s not uncommon for business owners to quickly scan a valuation report, searching for the final figure. But you can learn much more from a report if you know what to look for throughout. Here are four key areas within the document we think business owners as well as all of their advisors may wish to at least consider focusing on: Procedures. A business valuator will visit the site as well as perform a detailed financial analysis. Any information the valuator uses should have been available — or at least foreseeable — at the valuation’s “as of” date. Methodology. With various valuation approaches available, valuators choose one based on a company’s unique characteristics. The valuation report, a “conclusion of value” really should discuss all of the valuator’s options, including why some methodologies may be more appropriate than others. Discounts. Once the valuator applies a methodology, he or she determines whether to apply valuation discounts (or premiums) to the preliminary value. Common discounts include the minority interest and marketability. If the valuator applies discounts, he or she should detail why each was chosen, any empirical evidence available and the company’s unique characteristics. Conclusion. After all is said and done, the value conclusion should make economic sense, at least considering both the hypothetical buyer and the hypothetical seller. In addition to these four areas, also look in the “conclusion of value” report for the definition of the entity being valued. This definition should include the valuation’s purpose, the company’s name, the number of shares or interest, the entity type and the “as of” date. Readers of the report should also be on the lookout for what professional “standards” were employed. Business valuators affiliated with a nationally recognized business valuation organization, such as a CVA (Certified Valuation Analyst) from the National Association of Certified Valuators and Analysts (NACVA); an ABV (Accredited in Business Valuation) from the American Institute of CPAs (AICPA); or an Accredited Senior Appraiser from the American Society of Appraisers (ASA) are all required to adhere to industry standards. Standards protect users of valuation services by providing a mechanism with which to regulate us practitioners’ conduct and work quality. Practitioners affiliated with a valuation organization are subject to disciplinary action for non-compliance to standards and could lose their certification for flagrant departures. While no one currently at Abo Cipolla Financial Forensics is an ASA which we understand has very similar standards, we can tell you our ABV and CVA designations dictate we look for guidance to the standards promulgated by the AICPA and NACVA which address all aspects of members’ work product, including: Professional conduct Executing consulting and litigation engagements Performing a business valuation, starting with obtaining the information required to understand the business and scope of the engagement, moving through to the analysis phase which includes the methodology used and other important technical considerations Identifying any scope limitations Reporting the conclusions drawn from the analysis The ABV and CVA were and are not that easy to obtain and require a great deal to so maintain by us and our very credible colleagues.  The ABO? Well, that was a bit easier. Each business is unique and identifying the value of a business is a complex procedure.  Cost, income and market information all must be gathered and analyzed in several different approaches to accurately provide a valuation that will give the owner information needed to improve the financial condition of a business. After a valuation of a business is complete and the results have been analyzed and studied, the owner will often be able to make adjustments to the operational efficiency of the business by simply looking at the numbers and uncovering some of the hidden strengths and weaknesses. Other situations we’ve seen where business valuations are beneficial include: Litigation support, mediation and arbitration (i.e. dissenting shareholders, divorce, economic loss analysis, partner disputes, wrongful death, etc.) Business split-up or spin off Buy sell agreement Bankruptcy and foreclosure Charitable contributions or gifting programs Compensation plan ESOP (Employee Stock Ownership Plan) Estate and gift taxes Financing Incentive stock option program Initial public offering Lease vs. buy option Liquidation or reorganization Pre- or post-nuptial planning Succession planning   The above article was retrieved from the “E-mail alerts” disseminated by Abo and Company, LLC and its affiliate, Abo Cipolla Financial Forensics, LLC, Certified Public Accountants – Litigation and Forensic Accountants to clients and friends of the firm. With offices in Mount Laurel, Morrisville, PA and Franklin Lakes, NJ, tips like the above can also be accessed by going to the firm’s website at www.aboandcompany.com or by calling 856-222-4723.

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I once had the thrill of interviewing Jerry West on management. He was “The Logo” for the NBA, although back then they didn’t advertise him as such. Only the Laker followers knew for sure. In 1989 the “Showtime” Lakers were coming off back-to-back championships.  Pat Riley was a year away from his first of three Coach of the Year awards. 

Can you Offer Too Many SKUs to Your Customers? The short answer is YES! A SKU, or Stock Keeping Unit, defines each different product version that you sell and keep inventory of.  There may be different SKUs of the same overall item based on size, color, capacity (think computer or cellphone memory), features, and many other parameters.  For build to forecast businesses, that number of variations can quickly explode and become difficult to manage. Your customers are busy and want ordering simplified. Of course, they may need (or want) more than one variation of a product. That is reasonable and a common aspect of business – one size does not fit all! But there is a point where too offering too many SKUs is not value added either for your customer or your business.  In his April 30, 2013 article “Successful Retailers Learn That Fewer Choices Trigger More Sales” in Forbes, Carmine Gallo discusses his experience and a study about “choice overload” by other authors. He writes about a retailer that “has discovered that giving a customer more than three choices at one time actually overwhelms customers and makes them frustrated…when the customer is faced with too many choices at once, it leaves the customer confused and less likely to buy from any of the choices!” Choice overload is well-documented in consumer studies but can apply in B2B as well. While customer satisfaction is important, another key concern is the often-hidden costs associated with a business offering and managing a large number of SKUs for a given product type. These costs include holding inventory, S&OP (Sales and Operations Planning) team time, small production runs, and scrapping inventory. Holding inventory takes up space, which may come with a cost or utilize racks that could be used for other products. Scheduled inventory counts take up employee time and may result in blackout periods when the warehouse is not shipping product.  The more SKUs there are, including extra SKUS, the greater the potential impact. The Sales team’s forecasting and the Operations team’s purchasing reviews that are part of the S&OP process can occupy more of their valuable time if they need to consider these times. If small orders or forecasts require a new production run, this could be costly and create excess inventory. Whether from this new production or past builds, eventually it will make sense to write off and scrap old inventory, another cost impact to the company. How do you know which SKUs to focus on if you wish to look at reducing your total number of SKUs? Start by examining SKUs that have: Low historic sales over a period of time Small variations between SKUs that customers do not value Older technology or model when newer option SKUs are available This requires a true partnership between Sales and Operations. It starts with educating both teams on the costs involved – neither group may be aware of the money and time impact to the company. Periodic (such as quarterly) reviews of SKUs that meet the above descriptions should become a fixed part of the calendar. A review of the data and other available for sale options should result in the identification of SKUs which may not be needed. At that point, it is helpful to have a customer friendly EOL (End of Life) Notice process by which you inform customers of last time buy requirements for this SKU and alternates available. It is usually best to provide some time for the last time buy in the interest of customer satisfaction, although that may not always be necessary. At a company that designed and sold electronics, a robust SKU rationalization process was implemented to help address these issues. A representative from the Operations team analyzed SKUs that met a version of the above criteria and suggested candidates for the EOL process. Next, a member of the Sales team reviewed them and, where appropriate, issued product change or EOL notices to customers, providing them time for last time buy orders when needed. These steps helped reduce the work involved in maintaining these SKUs while not leading to any customer complaints. A final note – sometimes it makes sense to continue offering low selling SKUs – to support customers buying other items (hopefully in larger quantities). It may be worthwhile to encourage them to keep coming back to you for all of their product needs and this may be a way to accomplish that. But it helps to understand that this is truly the case and not assume that this customer would not be equally happy with another, more popular, SKU.   Steven Lustig is founder and CEO of Lustig Global Consulting and an experienced Supply Chain Executive.  He is a recognized thought leader in supply chain and risk mitigation, and serves on the Boards of Directors for Loh Medical and Atlanta Technology Angels.

When it comes to careers, business owners are a minority of the population. In conversations this week, I mentioned the statistics several times, and each owner I was discussing it with was surprised that they had so few peers. According to the Small Business Administration (SBA), there are over 33,000,000 businesses in the US. Let’s discount those with zero employees. Many are shell companies or real estate holding entities. Also, those with fewer than 5 employees, true “Mom and Pop” businesses, are hard to distinguish from a job. The North American Industry Classification System (NAICS) Association, lists businesses with 5 to 99 employees at about 3,300,000, and 123,000 have 100 to 500 employees (the SBA’s largest “small business” classification.) Overall, that means about 1% of the country are private employers. Owners are a small minority, a very small minority, of the population. Even if we only count working adults (161,000,000) business owners represent only a little more than 2% of that population. So What? Where am I going with this, and how does it relate to our recent discussions of purpose in business exit planning? It’s an important issue to consider when discussing an owner’s identity after transition. Whether or not individual owners know the statistics of their “rare species” status in society, they instinctively understand that they are different. They are identified with their owner status in every aspect of their business and personal life. At a social event, when asked “What do you do?” they will often respond “I own a business.” It’s an immediate differentiator from describing a job. “I am a carpenter.” or “I work in systems engineering,” describes a function. “I am a business owner” describes a life role. When asked for further information, the owner frequently replies in the Imperial first person plural. “We build multi-family housing,” is never mistaken for a personal role in the company. No one takes that answer to mean that the speaker swings a hammer all day. Owners are a Minority We process much of our information subconsciously. If a man enters a business gathering, for example, and the others in the room are 75% female, he will know instinctively, without consciously counting, that this business meeting or organization is different from others he attends. Similarly, business owners accept their minority status without thinking about it. They expect that the vast majority of the people they meet socially, who attend their church, or who have kids that play sports with theirs, work for someone else. There are places where owners congregate, but otherwise, they don’t expect to meet many other owners in the normal course of daily activity. This can be an issue after they exit the business. You see, telling people “I’m retired” has no distinction. Roughly 98% of the other people who say that never built an organization. They didn’t take the same risks. Others didn’t deal with the same broad variety of issues and challenges. Most didn’t have to personally live with the impact of every daily decision they made, or watch others suffer the consequences of their bad calls. That is why so many former owners suffer from a lack of identity after they leave. Subconsciously, they expect to stand out from the other 98%. “I’m retired” carries no such distinction.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

In a recent research study by The Value Builder System™, they analyzed data from 20,000 business owners who completed a Value Builder assessment of their business and discovered that owners who have businesses dependent on them, known as Hub & Spoke owners are facing a 35% discount on the value of their businesses and part of the problem may be the degree of customization they offer. For the purposes of the study, a Hub & Spoke owner is someone who answered the question “Which of the following best describes your personal relationship with your company’s customers?” with the response, “I know each of my customers by first name and they expect that I personally get involved when they buy from my company.”  One reason customers want the owner to personally attend to their project is the degree of customization Hub & Spoke owners offer.  In fact, the study shows that Hub & Spoke owners are more than twice as likely to say they offer a complete custom solution for each customer.  Since the owner is usually the person with the most subject matter expertise inside their company, it’s not surprising customers want the owner’s full attention on their job. The secret to making a business less reliant on its owner is to stop offering a custom solution for every customer.   How Ned MacPherson Built More Value By Doing Less   Ned MacPherson is a digital marketing guru, so it’s not surprising that when he first started offering his time, it was in demand.   In the early days as a consultant, he offered all sorts of growth hacking services. But when demand outstripped his supply of time, Ned had a decision to make. He could either turn away prospective clients or build a team of consultants underneath him.  As a growth guy, the idea of treading water didn’t appeal to Ned, so he opted to build a team. However, to ensure his team could execute without him, Ned decided to focus on one service offering: post-click analysis. Rather than help optimize a website for the entire customer journey, Ned’s company would become one of the world’s leading firms on optimizing a customer’s journey after they opted in to a website.   Most digital marketing consultants offer a wide range of services, but Ned knew it would be impossible to remove himself if they offered help in too many areas. By specializing in post-click analysis, Ned and his team were able to streamline their offering. Demand for Ned’s time started to diminish as his employees became some of the world’s leading experts in a narrow slice of the analytics market.   Within seven years of starting Endrock Growth & Analytics, Ned had 70 employees, more than $2 million a year in EBITDA, and multiple acquisition offers.   

The sale of a business marks a major life event. It’s emotional, stressful, and exciting all at the same time. And unfortunately, it’s often a lot of work. Most business owners will only experience the process of selling a business once in their life. This is both good and bad news. On the bright side, you only need to get through it once. But many business owners aren’t ready for the process and risk leaving money on the table as a result. With many sellers relying on the sale to fund their retirement and lifelong financial goals, getting it right from the start is critical. Here are tips from sell-side business advisors on what to do (and not do) when selling a business. What to do (and not do) when selling a business Start thinking about selling your business early — really early One of the top mistakes sellers make when selling their business is not starting the process early enough. There are many reasons starting last minute can really hurt your bottom line. It’s not uncommon for business owners to assume they’ll never retire at some point during their life. But as often happens, life changes. Perhaps health concerns for you or a spouse make continuing to run your business difficult. Or maybe you eventually lose the excitement when getting up every day and want a change of pace. Sudden sales or immediate retirements Unfortunately, when business owners want to sell with a tight timeline (or fire sale), they may have fewer options to exit. It’s not uncommon for some buyers to want the owner and/or members of the management team to stay on for a period to help with the transition. If there’s an earn-out, it’ll usually require the seller to stick with the company for different milestones (time, financial, or otherwise) to earn the full purchase price. Earn-outs aren’t ideal for sellers, but if you’re unwilling or unable to consider deals with any continuation component, it could impact the sale price, timeline to find a buyer, or both. Make your business more sellable later by getting advice now Business brokers often recommend getting a valuation done years before expecting to sell the company. Sarah Grossman, Principal of BayState Business Brokers in Needham, MA, says this helps sellers “shape their timeline and any financial planning that needs to be completed prior to a sale.” Understanding the fair market value of the company is critical to setting expectations for the seller, but understanding the drivers of the valuation can help increase the sale price over time. Grossman says, “a [business] broker can advise them on things they can do in their business over the next few years to make it more saleable when it does go on the market.” How to maximize your cash at closing Aaron Naisbitt, Managing Director at Dunn Rush & Co, an investment bank focused on sell-side M&A in Boston, MA, emphasizes the importance of going to market and knowing what your business is worth. He says, “the biggest mistake many businesses owners make is not running a competitive process when the business is capable of attracting interest from a broad number of buyers. This mistake most often occurs when the owner has already made the second biggest mistake – not taking the time to educate themselves and prepare adequately for the process.” Not every business will be able to run a competitive process. But those that can, and don’t, “Will leave money and terms on the table if they do not do so” he adds. Getting professional help is key here as trying to negotiate a sale directly with a buyer might be short-sighted. Grossman says it’s not uncommon for sellers to be approached directly by competitors. She cautions sellers considering working with buyers directly as “They could be leaving significant money on the table without a clear understanding of the valuation of their company. Sellers also need to work with a broker and their advisors to understand a typical deal structure so that they can maximize their cash at closing.” The importance of understanding the terms of the deal cannot be overstated. This is where money is made or lost. Naisbitt cautions that sometimes terms can sound really good, but aren’t always common sense. He adds that without an advisor, sellers “Don’t know where to argue.” During negotiations, you have to consider “What is it that’s important to you and what are you willing to give up” he says. Exit planning is not time to DIY — assemble your team of advisors When selling a company, gathering your team of advisors early on is key to getting a successful outcome. Again, odds are you haven’t sold a business before and probably won’t again. We don’t know what we don’t know…and you only have one shot to get this right. Your team of business and personal advisors will be instrumental in getting the deal over the finish line. Your business advisory team may consist of: a business broker or M&A advisor, accounting and tax advisors, and transaction/M&A attorney. On the personal side, your sudden wealth advisor who focuses on helping individuals experiencing a transformative liquidity event. Be sure to involve your wealth advisor in discussions around deal terms too. For example, when considering deal structure, it’s important to ensure alignment with your objectives or financial needs. What are your income needs after the sale or do you have plans for a big purchase? Your advisor can help determine how much cash you need at closing and whether to consider the pros and cons of arrangements like an installment sale. And at closing, a financial advisor can help you determine Section 1202, realizing the gain over time with an installment sale, asset versus stock purchase, or state tax implications such as the charitable goals, legacy objectives for heirs, or estate tax planning strategies. Brokers explain what sellers are most unprepared for during the process Selling a business is a lot of work. In addition to running the company in the usual course of business, sellers also need to comply with a host of due diligence requests from the buyer’s team and the lender financing the transaction. The magnitude of this process is by far the most 

In March 2022, Florida enacted the politically charged Individual Freedom Act, informally known as the STOP WOKE (Wrongs to Our Kids and Employees) Act. Less than two years later, the U.S. Court of Appeals of the Eleventh Circuit blocked the enforcement of the Act on the grounds it violates employers’ right to free speech. This decision directly impacts employers in the Eleventh Circuit and will have a ripple effect on employers nationally.   How did the Individual Freedom Act (Stop WOKE Act) affect employers? The Act attempted to prevent employers from mandating training or meetings for employees which “promote” a “certain set of beliefs” the state “found offensive” and discriminatory. There are eight prohibited beliefs each relating to race, color, sex, and national origin. According to the Act, employers must not teach the following: Members of one race, color, sex, or national origin are morally superior to members of another race, color, sex, or national origin. An individual, by virtue of his or her race, color, sex, or national origin, is inherently racist, sexist, or oppressive, whether consciously or unconsciously. An individual’s moral character or status as either privileged or oppressed is determined by his or her race, color, sex, or national origin. Members of one race, color, sex, or national origin cannot and should not attempt to treat others without respect due to race, color, sex, or national origin. An individual, based on his or her race, color, sex, or national origin, bears responsibility for, or should be discriminated against or receive adverse treatment because of, actions committed in the past by other members of the same race, color, sex, or national origin. An individual, based on his or her race, color, sex, or national origin, should be discriminated against or receive adverse treatment to achieve diversity, equity, or inclusion. An individual, by virtue of his or her race, color, sex, or national origin, bears personal responsibility for and must feel guilt, anguish, or other forms of psychological distress because of actions, in which the individual played no part, and were committed in the past by other members of the same race, color, sex, or national origin. Such virtues as merit, excellence, hard work, fairness, neutrality, objectivity, and racial colorblindness are racist or sexist, or were created by members of a particular race, color, sex, or national origin to oppress members of another race, color, sex, or national origin. Employers still had the ability to mandate employees attend sessions that either refute these concepts or present them in an “objective manner without endorsement.” This dictates how an employer deals with its employees and is particularly limiting in how employers address discrimination training. Employers who failed to adhere to the law were liable for “serious financial penalties—back pay, compensatory damages, and up to $100,000 in punitive damages, plus attorney’s fees—on top of injunctive relief.”   The Ruling – Honeyfund.com Inc. v. Governor [2024] In March 2024, the U.S. Court of Appeals of the Eleventh Circuit served an injunction preventing enforcement of the Act. Despite the state insisting the Act banned conduct rather than speech, the court ruled the Act unlawfully violated the First Amendment’s right of free speech by barring speech based on its content and penalizing certain viewpoints. While certain categories of speech such as “obscenity, fighting words, incitement, and the like” are traditionally unprotected, the court pointed out that “new categories of unprotected speech may not be added to the list by a legislature that concludes certain speech is too harmful to be tolerated.” Florida is keen to appeal against the decision.   What does this mean for employers? Regardless of one’s opinions on the matter, this can be viewed positively from an employer’s standpoint. Employers in the private sector can control speech in the workplace, and this ruling confirms their autonomy will continue. Whether or not the rest of the country will follow suit remains to be seen. This case, in tandem with the US Supreme Court’s ruling to ban race based affirmative action, signals today’s intense political climate is likely to continue to impact how employer diversity, equity and inclusion (DEI) initiatives are approached. Employers should continue to review their DEI initiatives, ensuring they are in line with the latest precedents. 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      

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