Case Studies Discussion of Succession Planning Through the Process
Establishing Planning Priorities
Getting Money Out of Your Business
Choosing a Successor
How to Evaluate Business Transfer
Building Your Contingency
Minimizing the Impact of Taxes
What's it like to work with The Independent Financial Group? Founding Principal Jim Lorenzen talks about how IFG may be different from other wealth management advisory firms.
What's it like to work with The Independent Financial Group? Founding Principal Jim Lorenzen talks about how IFG may be different from other wealth management advisory firms.
Learning how a VC firm works behind the scenes is a good way to gain important strategic insights on becoming a more attractive investment. But understanding the ins and outs of a VC firm can be easier said than done, even for entrepreneurs who spend a lot of time speaking to investors.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Launching a startup - or starting a business - is challenging and is fraught with pitfalls.
Roger Royse, the founder of Royse Law Firm, will discus the basics of building a successful business and how to what mistakes to avoid. Roger will discuss:
1) How should entrepreneurs structure their business?
2) How should founders divide equity?
3) What’s the difference between a contractor and an employee?
4) How does a startup get funded?
5) What is an ICO?
6) How does an entrepreneur successfully negotiate with a VC?
7) How viable is crowdfunding in 2019?
8) How should entrepreneurs protect their intellectual property?
and more!
This is an investment presentation given to the Haas School of Business that covers the practical aspects of individual company and stock market valuation principles.
CROSS BORDER MERGER AND ACQUISITION AND TAKEOVER DEFENSESAnanyaBajoria
This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.
How to Get Your Startup Ready for Venture Capital Funding (Idea To IPO)Roger Royse
Venture capital funding is seen as the holy grail for a startup, often improving the company’s chances of a big IPO or exit dramatically. Most companies start their lives with the hope, if not the expectation, that they will eventually receive venture funding. This presentation will cover what a company should do to prepare for venture funding, what steps to take, what the venture capitalists expect and how to avoid venture capital deal breakers.
The speaker will discuss:
1) what types of companies are candidates for venture capital funding
2) the essential assets, qualities or aspects that your company must have to approach a venture capitalist
3) how (and when) you should value your company for venture capitalists
4) how you can protect yourself against dilutive rounds, losing control and being removed from management
5) how to get your company in front of venture capitalists
and more!
Stage Finance & Venture Debt in innovationDiogo Martins
Qual a lógica do stage financing para inovação? A maturidade da empresa e a captação de recursos com investidores. Ainda o papel da dívida como estruturação de capital.
Understanding Terms in Venture Capital Financingsideatoipo
This presentation covers the key terms negotiated between a growth stage company and its investors in financing transactions, including:
1) pre-money valuation and deal pricing
2) dividend rights
3) liquidation preferences and participation
4) conversion rights
5) anti-dilution protection
6) veto rights
7) preemptive rights
8) redemption rights
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
Our $14.50 price target and Buy rating are reiterated. Learn more about our Sporting Goods Monitor equity research service at http://www.sportinggoodsmonitor.com/.
Learning how a VC firm works behind the scenes is a good way to gain important strategic insights on becoming a more attractive investment. But understanding the ins and outs of a VC firm can be easier said than done, even for entrepreneurs who spend a lot of time speaking to investors.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Launching a startup - or starting a business - is challenging and is fraught with pitfalls.
Roger Royse, the founder of Royse Law Firm, will discus the basics of building a successful business and how to what mistakes to avoid. Roger will discuss:
1) How should entrepreneurs structure their business?
2) How should founders divide equity?
3) What’s the difference between a contractor and an employee?
4) How does a startup get funded?
5) What is an ICO?
6) How does an entrepreneur successfully negotiate with a VC?
7) How viable is crowdfunding in 2019?
8) How should entrepreneurs protect their intellectual property?
and more!
This is an investment presentation given to the Haas School of Business that covers the practical aspects of individual company and stock market valuation principles.
CROSS BORDER MERGER AND ACQUISITION AND TAKEOVER DEFENSESAnanyaBajoria
This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.
How to Get Your Startup Ready for Venture Capital Funding (Idea To IPO)Roger Royse
Venture capital funding is seen as the holy grail for a startup, often improving the company’s chances of a big IPO or exit dramatically. Most companies start their lives with the hope, if not the expectation, that they will eventually receive venture funding. This presentation will cover what a company should do to prepare for venture funding, what steps to take, what the venture capitalists expect and how to avoid venture capital deal breakers.
The speaker will discuss:
1) what types of companies are candidates for venture capital funding
2) the essential assets, qualities or aspects that your company must have to approach a venture capitalist
3) how (and when) you should value your company for venture capitalists
4) how you can protect yourself against dilutive rounds, losing control and being removed from management
5) how to get your company in front of venture capitalists
and more!
Stage Finance & Venture Debt in innovationDiogo Martins
Qual a lógica do stage financing para inovação? A maturidade da empresa e a captação de recursos com investidores. Ainda o papel da dívida como estruturação de capital.
Understanding Terms in Venture Capital Financingsideatoipo
This presentation covers the key terms negotiated between a growth stage company and its investors in financing transactions, including:
1) pre-money valuation and deal pricing
2) dividend rights
3) liquidation preferences and participation
4) conversion rights
5) anti-dilution protection
6) veto rights
7) preemptive rights
8) redemption rights
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
Our $14.50 price target and Buy rating are reiterated. Learn more about our Sporting Goods Monitor equity research service at http://www.sportinggoodsmonitor.com/.
WTF - Why the Future Is Up to Us - pptx versionTim O'Reilly
This is the talk I gave January 12, 2017 at the G20/OECD Conference on the Digital Future in Berlin. I talk about fitness landscapes as applied to technology and business, the role of unchecked financialization in the state of our politics and economy, and why technology really wants to create jobs, not destroy them. (There is a separate PDF version, but some readers said the notes were too fuzzy to read.)
What does the future look like? Is it a dark space where we’re suffering from varying degrees of techamphetamine or are we heading towards a Utopian fantasy of abundance and harmony?
Understanding that our basic human needs and wants barely change, we explore the future state of a range of topics; from our need for physical sustenance through to our age-long fascination of transcending the limitations of our biology.
Looking at the future from a human perspective, our potential for greatness is teetering on a fine line between darkness and hope. We’re banking on the latter.
Study: The Future of VR, AR and Self-Driving CarsLinkedIn
We asked LinkedIn members worldwide about their levels of interest in the latest wave of technology: whether they’re using wearables, and whether they intend to buy self-driving cars and VR headsets as they become available. We asked them too about their attitudes to technology and to the growing role of Artificial Intelligence (AI) in the devices that they use. The answers were fascinating – and in many cases, surprising.
This SlideShare explores the full results of this study, including detailed market-by-market breakdowns of intention levels for each technology – and how attitudes change with age, location and seniority level. If you’re marketing a tech brand – or planning to use VR and wearables to reach a professional audience – then these are insights you won’t want to miss.
UX, ethnography and possibilities: for Libraries, Museums and ArchivesNed Potter
These slides are adapted from a talk I gave at the Welsh Government's Marketing Awards for the LAM sector, in 2017.
It offers a primer on UX - User Experience - and how ethnography and design might be used in the library, archive and museum worlds to better understand our users. All good marketing starts with audience insight.
The presentation covers the following:
1) An introduction to UX
2) Ethnography, with definitions and examples of 7 ethnographic techniques
3) User-centred design and Design Thinking
4) Examples of UX-led changes made at institutions in the UK and Scandinavia
5) Next Steps - if you'd like to try out UX at your own organisation
Mobile-First SEO - The Marketers Edition #3XEDigitalAleyda Solís
How to target your SEO process to a reality of more people searching on mobile devices than desktop and an upcoming mobile first Google index? Check it out.
The technologies and people we are designing experiences for are constantly changing, in most cases they are changing at a rate that is difficult keep up with. When we think about how our teams are structured and the design processes we use in light of this challenge, a new design problem (or problem space) emerges, one that requires us to focus inward. How do we structure our teams and processes to be resilient? What would happen if we looked at our teams and design process as IA’s, Designers, Researchers? What strategies would we put in place to help them be successful? This talk will look at challenges we face leading, supporting, or simply being a part of design teams creating experiences for user groups with changing technological needs.
An immersive workshop at General Assembly, SF. I typically teach this workshop at General Assembly, San Francisco. To see a list of my upcoming classes, visit https://generalassemb.ly/instructors/seth-familian/4813
I also teach this workshop as a private lunch-and-learn or half-day immersive session for corporate clients. To learn more about pricing and availability, please contact me at http://familian1.com
SlideShare now has a player specifically designed for infographics. Upload your infographics now and see them take off! Need advice on creating infographics? This presentation includes tips for producing stand-out infographics. Read more about the new SlideShare infographics player here: http://wp.me/p24NNG-2ay
This infographic was designed by Column Five: http://columnfivemedia.com/
3 Things Every Sales Team Needs to Be Thinking About in 2017Drift
Thinking about your sales team's goals for 2017? Drift's VP of Sales shares 3 things you can do to improve conversion rates and drive more revenue.
Read the full story on the Drift blog here: http://blog.drift.com/sales-team-tips
No need to wonder how the best on SlideShare do it. The Masters of SlideShare provides storytelling, design, customization and promotion tips from 13 experts of the form. Learn what it takes to master this type of content marketing yourself.
TEDx Manchester: AI & The Future of WorkVolker Hirsch
TEDx Manchester talk on artificial intelligence (AI) and how the ascent of AI and robotics impacts our future work environments.
The video of the talk is now also available here: https://youtu.be/dRw4d2Si8LA
10 Ways to Win at SlideShare SEO & Presentation OptimizationOneupweb
Thank you, SlideShare, for teaching us that PowerPoint presentations don't have to be a total bore. But in order to tap SlideShare's 60 million global users, you must optimize. Here are 10 quick tips to make your next presentation highly engaging, shareable and well worth the effort.
For more content marketing tips: http://www.oneupweb.com/blog/
What's New with Corporate Retirement Plans? More Than You ThinkSkoda Minotti
This presentation discusses the rapidly changing (and litigious) landscape of corporate retirement plans and the best practices top companies are implementing to maintain a quality benefit offering, reduce risk exposures, and retain top talent.
Partner in the firm's Corporate & Securities Group, Steven Weiss, presents 'Planning for a Liquidity Event' at AM&AA 2014 Summer Conference with Roger Schoenfeld from Cross Keys Capital.
“Evolve: Capturing Opportunities in Today’s Market” was the theme of Alliance of Merger & Acquisition Advisor’s (AM&AA) 2014 Conference. This presentation discusses preparing for a transaction, understanding the M&A process, choosing advisors, and more.
Business Breakups (Series: Common Commercial Conflicts)Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/business-breakups-2019/
Apohan Corporate Consultants Private Limited India is a leading M&A company in India. It has prepared a master database of the companies it has approached and has secured consulting mandates for equity investment. These businesses seeking equity funding are led by reputed technocrats with huge marketing strength, whose core strength, at the same time, isn’t strategic financing . Apohan assists them with its end-to-end customized equity investment consulting services. Apohan provides end-to-end equity funding consultancy & implementation services for operational growth or financial turnaround to SMEs with very high potential but which are lacking a professional well documented business strategy, a corporate management mechanism, a proper financial strategy and the merger & acquisition (M&A) expertise.
Broadly, there are the following ways in which you can associate with Apohan:
1. As a distressed asset, an NPA account, a company under ARC / CIRP for equity finance for financial turnaround of your business.
2. As a growing business for equity funding for growth, new projects, new initiatives, etc. Our focus is on Indian SMEs & new-age technology companies.
3. As a professional business: For formulation of a business strategy, financing strategy & corporate management plan.
4. As a strategic investor or as a financial investor: For equity investment in well-studied, low-risk, well contracted, high ROI private businesses.
5. As a financial intermediary, M&A professional firm: For M&A related strategic, statutory & compliance work in collaboration with Apohan.
6. As a deal broker: For connecting Apohan directly to the final decision-making client businesspersons or investors for a finding fees (referral fee).
Please get in touch with the undersigned on e-mail or WhatsApp.
Arun Joshi
WhatsApp: +91 9810481325
E-mail: arun.joshi@apohanconsultants.com
Website: www.apohanconsultants.com
A SPLICE Expert Perspectives Webcast: Customer Experience Beyond SurveysSPLICE Software
Customer Experience (CX) has become a critical differentiator in today’s hypercompetitive, ultraconnected global marketplace. However, most organizations struggle due to technology restraints. This webinar shares simple, low cost strategies, like Journey Mapping, to help you improve your CX, and similarly, Net Promoter Score® (NPS®).
Buying and Selling A Small or Mid-Size Business - Initiation of Discussions, ...esstevens
Buying and Selling a Small or Mid-Size Business - Initiation of Discussions, Due Diligence and Financing the Transaction by James L. Rench, Esq., Merger and Acquisition Attorney at Stark & Knoll in Northeast Ohio. Topics Covered include the current market, liquidity, valuations, recapitalization, buy-outs, ESOPS, private equity, acquisition agreements, financing and more.
Options for Transitioning Your Business: Unlocking Private Company WealthChris Mercer
In this presentation, Chris Mercer of Mercer Capital discusses the important concept of managing the wealth tied up in illiquid assets, mainly your ownership in a privately held business. Also discussed are pathways to liquidity without selling the business, including dividend policy, leveraged recapitalizations, and esops among others.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Tata Group Dials Taiwan for Its Chipmaking Ambition in Gujarat’s DholeraAvirahi City Dholera
The Tata Group, a titan of Indian industry, is making waves with its advanced talks with Taiwanese chipmakers Powerchip Semiconductor Manufacturing Corporation (PSMC) and UMC Group. The goal? Establishing a cutting-edge semiconductor fabrication unit (fab) in Dholera, Gujarat. This isn’t just any project; it’s a potential game changer for India’s chipmaking aspirations and a boon for investors seeking promising residential projects in dholera sir.
Visit : https://www.avirahi.com/blog/tata-group-dials-taiwan-for-its-chipmaking-ambition-in-gujarats-dholera/
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
Know more: https://www.synapseindia.com/technology/mean-stack-development-company.html
Premium MEAN Stack Development Solutions for Modern Businesses
Internal and External Succession for Privately Held Businesses
1. FAMILY FIRM INSTITUTE
Northern California Chapter
July 19, 2012
Case Studies:
Internal and External Succession
For Privately-Held Businesses
WWWWhhhhaaaatttt hhhhaaaassss wwwwoooorrrrkkkkeeeedddd
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WWWWhhhhaaaatttt hhhhaaaassssnnnn’’’’tttt
Presented by
Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC®
Virg Cristobal, CFP®
2. Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC
C Solutions
2105 S. Bascom Avenue, #300
Campbell, CA 95008
Office phone: (408) 879-4211
California Insurance License 0665169
Virg Cristobal, CFP®
Cristobal Associates
44 Montgomery Street, Suite 2950
San Francisco, CA 94104
Office phone: (415) 229-3329
California Insurance License 0E16522
Derek Ferriera and Virg Cristobal are registered representatives of Lincoln Financial Advisors Corp.
Securities offered through Lincoln Financial Advisors Corp., a broker-dealer (member SIPC).
Investment advisory services offered through Sagemark Consulting, a division of Lincoln Financial
Advisors Corp., a registered investment advisor. Insurance offered through Lincoln Marketing and
Insurance Agency, LLC and Lincoln Associates Insurance Agency, Inc. and other fine companies.
CRN201205-2068227
3. WELCOME
The information contained in this correspondence is not intended to be a
"Covered Opinion" under Treasury Department Circular 230. If the
information is construed to be such an opinion, the opinion was written to
support the promotion or marketing of the transaction(s) or matter(s)
addressed in the opinion and the taxpayer should seek advice based on
the taxpayer's particular circumstances from an independent tax advisor.
Furthermore, the opinion does not reach a conclusion at a confidence
level of at least more likely than not with respect to one or more
significant Federal tax issues addressed by the opinion. In addition, with
respect to those significant Federal tax issues, the opinion was not
written, and cannot be used by the taxpayer, for the purpose of avoiding
penalties that may be imposed on the taxpayer.
6. RETIRE
BUSINESS
INVEST
ESTATE
SAVINGS &
INVESTMENTS
PLANNING
PROCESS
BUSINESS INSURANCE
TRANSFER
TAX
REAL PROPERTY
FAMILY
ENTITY
&
EQUITY
FRINGES
&
FIDUCIARY
T
A
X
F
E
N
C
E
ROTH
QSTP
QTIP
ILIT
RQTIP
GST
QPRT
CRT
CLT
GRAT
IDIT
LP/LLC
$$$
Discount
Leverage
GROSS INCOME
(-) TAXES
(-) EXPENSES
NET INCOME
PERSONAL
PROPERTY
QUALIFIED
RETIREMENT PLANS
Terms to the right of the tax fence are; Roth IRA, Qualified State Tuition Plan, Qualified Terminable Interest Property, Irrevocable Life
Insurance Trust, Qualified Personal Residence Trust, Charitable Lead Trust, Intentionally Defective Income Trust, Reverse Qualified
Terminable Interest Property, Generation Skipping Trust, Charitable Remainder Trust, Grantor Retained Annuity Trust, Limited
Partnership/Limited Liability Company, and are hypothetical strategies that may be considered depending upon the ramifications of each
different case situation.
7. AGENDA
• The Big Picture
• Case studies through the process
• Establishing Planning Priorities
• Getting Money Out of Your Business
• Choosing a Successor
• How to Evaluate Business Transfer Options
• Building Your Contingency Plan
• Minimizing the Impact of Taxes
8. INCORPORATE WITH EXIT STRATEGIES
CONTINGENCIES
(Unplanned)
Buy-Sell Agreement
How is value pegged?
What chassis?
Which contingencies?
(refer to matrix)
Sale to
3rd party
Merger
IPO
Private
Retain As
Cash Cow
ESOP
Public Firm
Gift To Family
EXIT STRATEGY
(Planned)
Deferred Consulting
Compensation
Gift To Family
9. TODAY’S OBJECTIVE
Case-based Discussion of
Succession Planning
Through the Process
A dialogue of opportunities and pitfalls
10. THE FATE OF THE FAMILY BUSINESS
2nd Generation
30%
1st Generation
58%
3rd
Generation
12%
With only 3% operating at the 4th Generation and
beyond
Source: Joseph Astrachan, PhD and Editor Family Business Review (2003), as cited on Family Firm Institute web site (www.FFI.org), 2012
12. THE PLANNING PROCESS
1. Providing for Your Own Financial Security
2. Setting Exit Objectives
3. Determining Value/Price
4. Preserving, Protecting and Promoting Value
5. Converting Business Value to Cash
6. Selling the Business for a Note
7. Contingency Planning for Business
8. Wealth Preservation Planning
13. PROVIDING FOR YOUR OWN
FINANCIAL WELL BEING
Question:
Can I Afford
To Transfer My Business?
14. DETERMINING YOUR
FINANCIAL WELL BEING
Step 1: Identify Needs
Step 2: Inventory Resources
Step 3: Evaluate Long-Term Situation
16. HOW MUCH INCOME DO I
NEED FROM THE BUSINESS?
NEED MONEY
DON’T NEED
MONEY
Which Way
do we go?
IPO
3rd Party Sale
Sweat Equity
NQDC
Private Annuity
Gifts
Bequest
SCIN’s
GRAT’s
IDIT’s
Terms are as follows; Initial Public Offering, Non-Qualified Deferred Compensation, Self-
Canceling Installment Note, Grantor Retained Annuity Trusts, Intentionally Defective Income
Trusts, and are hypothetical examples of strategies that may be considered in a specific case
depending on the specific ramifications of that particular situation.
17. TRANSFERRING THE BUSINESS
• Letting Go
• Developing A Successor
• Choosing The Appropriate
Transfer Option
18. UNABLE TO LET GO
Lack of a Successor
• None Available
• Not Old Enough
• Not Interested
• Not Capable
19. DEVELOPING A SUCCESSOR
Step 1: Identify Job Requirements
Step 2: Assess Bench Strength
Step 3: Select From Within or Recruit
Step 4: Develop a Crisis Contingency Plan
20. ASSESSING BENCH STRENGTH
President/Sales Mgr VP/Finance Mgr. Production Mgr.
Purch./Materials Mgr.
Outside Sales Finance Asst. Mgr. Production Asst. Mgr
Supervisor Supervisor
Payroll
(outsource)
Engineer
CPA
QA Mgr.
Inside Sales Receptionist
Customer
Service
50 + Workers
Rank and File
CEO
21. TRANSFERRING THE BUSINESS
• Letting Go
• Developing A Successor
• Choosing The Appropriate
Transfer Option
22. TRANSFER OPTIONS
Determine when
to Transfer?
Sell During
Lifetime
Gift During
Lifetime
Sell at Death
When?
Now
Disability
At Retirement
Gift at Death
HOW?
Cash
Installments
Cross Purchase
To Whom?
Family
Partner
Key Person
Competitor
3rd Party HOW?
Stock Redemption
ESOP, MBO/LBO
SCIN, IDIT, GRAT
Annual Gifts
Lifetime Gifts
HOW?
Cash
Installments
To Whom?
Family
Partner
Key Person
Competitor
3rd Party HOW?
Buy/Sell Agreement
B.A.T. Trust
Liquidation*
Lifetime Gifts
Gift to CRT
The abbreviated terms are as follows; Business Acquisition Trust, Employee Stock Bequest
Ownership Plan, Management Buyout/Leveraged Buyout, Self-Cancelling Installment
Note, Intentionally Defective Income Trust, Grantor Retained Annuity Trust and
Charitable Remainder Trust, and are hypothetical examples of strategies that may be
considered depending on the specific circumstances of the particular case.
*Default Plan: LIQUIDATION
23. Transfer
Methods
Transfer
Channels
Transfer Methods
Buy-Sell
Living Buy-out
Sale
Family
Co-Owners
Outsiders Recapitalization
Merger
Public
IPO
Going Private
Objectives:
• Lifestyle Change
• Cash-out, Diversify
• Create Family Legacy
• Give Employees equity
Employees
Gifts, Bequests,
SCINS, Private
Annuities, GRAT’s,
IDIT’s
Default: LIQUIDATION
Channel
MBO/LBO
ESOP
Terms are self
cancelling
installment note,
grantor retained
annuity trusts,
intentionally
defective income
trusts, management
buyouts/leveraged
buyouts, and
employee stock
ownership plans,
and are hypothetical
examples of
strategies that may
be considered
depending on the
circumstances of the
particular case.
TRANSFER OPTIONS
24. QUESTION:
WHAT IF THE PROCESS IMPLIES
INTERNAL SUCCESSION IS NOT
PRACTICAL?
26. 3rd Party Sale Business Process with
Mergers and Acquisitions Firm
Days: 30 60 120 150
Pre-sale
Planning
Prepare
Offering
Memorandum
Communicate
With
Prospective
Buyers
Obtain
Proposals
180 –
210
Consummate
Transaction
• Gather &
analyze
Client
data
• Reduce
expenses,
increase
profits &
maximize
business
value
• Prepare
document to
justify price
• Business
purpose,
strategy,
products,
services,
competition,
technology,
management
• Historical &
projected
financials
• Private Equity
groups
• Strategies
sources
• High net worth
individuals,
selectively
• Evaluate terms
• Negotiate to
achieve
optimum
terms among
competing
offers
• Finalize terms
• Work with
counsel
to draft
transaction
documentation
• Close
transaction
Exit Planning offered through unaffiliated 3rd parties.
27. ACCEPTING THE FIRST (AND ONLY) OFFER
27
Competition brings out the best offers.
Client Original Offer Expectations Result Improvement
Medical Systems Company $6.0 MM $6.0 MM $18.0 MM 200%
Road Builder (Contractor) $37.5 MM $50.0 MM $83.8 MM 123%
Oil Field Services Company $14.0 MM $20.0 MM $23.0 MM 64%
Erosion Control Company $4.0 MM $4.0 MM $6.3MM 58%
The examples are for illustrative purposes as individual results will vary.
28. PRE-SALE PLANNING
• Owner’s Objectives
• Company History
• Entity Type (s)
• Growth Trends
• Industry Info
• Competition
• Proprietary Products/
Services
• Niche Markets
• History of Acquisitions
• Financial Reporting
• Profitability
• Risks/Liabilities
• Debt
• Customer Concentration
• Geography Served
• Contract/Terms
• Expected Price/Terms
• Post-transfer Involvement
• Deal Structure
• Ideal Buyer
• Next Steps
After above data is completed…proceed to “Marketability Assessment” 28
31. WEALTH PRESERVATION
PLANNING
Lifetime Generation
Skipping Transfer Tax
Generation Skipping
Lifetime Payment of Gift Tax
Lifetime Gift of Credit
Gift Split
Annual Exclusion
Do Nothing During Lifetime
Pyramid of Pain
32. REDUCING TAXES THROUGH
INVESTMENTS AND FRINGE BENEFITS
R.E.
$_____
Income
Expenses
$ Profit
Equipment
“S”/ LLC
EQ #1
EQ #2
EQ #3
“C” Corp
RE #1
RE #2
$ k $ k
Corporate Tax
~ $
$0k
$_____
Dividend Tax
~ $
15% Fed
9.3% CA
W-2
+K-1
+K-1
Gross Taxable Income
(-) Allowable Deductions
Net Taxable Income
Lease Agreements
Alternative
Investments
$_____
+ or (-)
W-2= $_____
QP = $_____
NQDC =$____
IRS $______
Real Estate,
“S”/LLC
$ k
PIGPAL
RE Rescue
35. SAMPLE CASES
1. S Corp / Sale to Family and Key EE
2. 3RD Party Sale - C Corp
The strategies used in the following cases may not be indicative of solutions that may be useful in all cases.
These are cases that have been worked on within the past two years.
36. CASE STUDY #1
Sell to Child in Business and Key EE
S CORPORATION
Net Worth: $3.5 Million
37. FAMILY TREE
Relationship Age
Mr. Client 64
Mrs. Spouse 60
-----------------------------------------------------------------------------------------
-
Son (in Bus.) 34
----------------------------------------------------------------------------------------
Son (not in Bus.) 32
----------------------------------------------------------------------------------------
Son (not in Bus.) 38
38. GOALS
Retire in 2010 with $113k/year (After tax) + 3% inflation
expenses + mortgage + property taxes until age 100
Develop business succession strategy to Son and Key EE
Increase discretionary income
Reduce income taxes
Update estate planning documents
Reduce estate taxes
Build continuity plan (death and/or disability)
39. BALANCE SHEET
Beginning Debt/ Net
Value Liability Equity
Cash and Equivalents
Bank 3,590 0 3,590
Note Receivable-Son 61,000 0 61,000
Trust bank acct 1 18,741 0 18,741
Trust bank acct 2 30,000 0 30,000
Trust Bank 3 112,327 0 112,327
HELOC 0 (24,759) (24,759)
225,658 (24,759) 200,899
Domestic Equity
stock 78,380 0 78,380
Brokerage Trust Acct 896,090 0 896,090
974,470 0 974,470
Personal Use Assets
Home 1,250,000 (687,309) 562,691
1,250,000 (687,309) 562,691
40. BALANCE SHEET CONTINUED
Beginning Debt/ Net
Value Liability Equity
Business Use Assets
Beach House 915,000 (266,185) 648,815
Condo 1 140,000 (111,138) 28,862
Condo 1 Loan 2 0 (13,995) (13,995)
Business (100%) 1,040,000 0 1,040,000
Lot 36,000 0 36,000
2,131,000 (391,318) 1,739,682
Qualified Plan Assets
Client IRA 32,618 0 32,618
Spouse IRA 10,200 0 10,200
42,818 0 42,818
Grand Totals 4,623,946 (1,103,386) 3,520,560
43. Ownership
BUSINESS EXIT STRATEGY
2005
Owner
Key EE
Son
Key EE’s Replacement
Owner
Key EE
Son
Key EE’s Replacement
50%
14%
36%
0%
Phase II Phase III
50%
14%
36%
0%
0%
25%
75%
TBA %
Control
50%
14%
36%
0%
0%*
50%
50%
0%
0%
25%
75%
TBA %
Cash Flow
100 % (Via Note)
0% (Net)
0% (Net)
0%
100% (Via Note)
0% (Net)
0% (Net)
0%
TBA %
TBA %
TBA %
TBA %
Phase I
2010 2015 TBA
Sweat Equity Partial
Sale
Sweat Equity Note
Cont’d + Partial
Control Provision
Full Ownership
Control Transferred
Owner
Key EE
Son
Key EE’s Replacement
44. BUSINESS EXIT
STRATEGY
Corporation
3. Salary Continuation
4. Deferred Compensation
($ at retirement subject to
valuations)
Owner
Spouse
(Buyout f/ remainder
value at death)
7. Collateral Assignment
(accrued loan)
6. Split Dollar (premium)
Gets remaining shares of
company at Owner’s death
Son
Son and Key EE
Corporation indemnifies Son
and Key 1. Installment Notes EE as Key Employees
5. Rabbi Trust
2. Trusteed Cross
Purchase Buy-Sell
Agreement
Policy
Key EE
45. Power Of
Attorney
Healthcare
Power Of
Attorney
Financial
Power Of
Attorney
Financial
Power Of
Attorney
Healthcare
Life Insurance
~ $ 300,000
1st Death
HEIRS
$3,563,015
IRS
~ $38,812
2nd Death
CURRENT SITUATION
Living Trust
~$ 3,489,589
$ 1,744,794 $ 1,744,794
Survivor
~ $ 1,744,794
Bypass
Up to
$2 Million
QTIP
~ $ 0
IRA / 401k
~ $ 67,444
TAX
~ $ 1,857,033
Will
Client
Will
Spouse
IRA / 401k
~ $ 67,444
Life Insurance
~ $ 300,000
46. Power Of
Attorney
Healthcare
Power Of
Attorney
Financial
Power Of
Attorney
Financial
Power Of
Attorney
Healthcare
1st Death
HEIRS
$3,737,780
IRS
~ $24,984
2nd Death
REVISED SITUATION
Living Trust
~$ 3,489,589
$ 1,744,794 $ 1,744,794
Survivor
~ $ 1,744,794
Bypass
Up to
$2 Million
QTIP
~ $ 0
IRA / 401k
~ $ 67,444
TAX
~ $ 1,857,033
Will
Client
Will
Spouse
IRA / 401k
~ $ 67,444
LIFE
INSURANCE
$300,000
LIFE
INSURANCE
$300,000
47. BEFORE AND AFTER SNAPSHOT
Current Revised
Income (W-2/Bonus) $241,696 $191,696
Investment Income $28,607 $16,300
RE Income (Passive) $16,800 $47,298
S Distributions $100,000 $50,000
Installment Note $47,557
Income Taxes (Fed+State) ($72,694) ($85,702)
Expenses ($145,650) ($113,283)
Net Income $51,665 $161,084
Cash and equiv $200,899 $111,122
Investments $974,470 (90/10) $974,470 (60/40)
Alt. Investments $100,000
Real Estate $699,682 $699,682 (Commercial)
Business S Corp $1,040,000 $520,000
Business C Corp $100,000
Qualified Plan $42,818 $42,818
NQDC $50,000
Personal Residence $562,691 $562,691
Net Assets $3,520,560 $3,681,644
Estate Taxes $38,812 $24,984
Net to Heirs $3,563,015 $3,737,780
48. RECOMMENDATIONS
Update living trust, wills, and powers of attorney
Create successor management team
3rd party business valuation
Phase I sale of 50% voting stock to Key EE and Son.
Split-Dollar agreements for all parties
Trusteed Cross Purchase Buy Sell Agreement
Salary Continuation Agreements
Key Man life insurance of 2x salary for Owner, Key EE, and Son.
Florida C Corporation for additional business to reduce state income taxes
Non-qualified deferred Compensation plan with Rabbi Trust
Long-Term Care Insurance for Owner/spouse, Key EE, and Son
Disability income and Disability Buy Out insurance on Son and Key EE
Group Long-term Disability coverage
Establish pension plan (if cash flow improves)
1031 exchange rental properties and lots to commercial Triple-Net TIC
60% equities, 40% fixed revocable trust investment portfolio
Gift $300k UL insurance to ILIT
50. CASE STUDY
COMPANY BACKGROUND
• 5 yr old medical services company - growing rapidly
• 2008 EBITDA $800K, 2009 Projected EBITDA of $4MM - $5MM
• Company needed an infusion of working capital of $4 MM - $6 MM
• Introduced to us by ESG in June 2008 Engaged in January 2009 for
two-pronged plan:
1. working capital would be sought
2. determine market interest w/ Private Equity Groups (PEGs)
synergistic companies for an outright acquisition or recapitalization.
51. OPTIONS OPPORTUNITIES
• Working capital proposals all required more equity than desired
• As a result an outright sale was emphasized – procured 15-20 interests
• Received multiple offers:
Offer Company Proposal Progression Final
1st
Synergistic
2nd
3rd
PEG
PEG
$25 million
$29 million
$16-$22 million
$50 million $55 million
• Accepted $55MM offer began onsite due diligence
$43 million
Not Enough
-
-
52. THE STORY GETS BETTER –
Final Deal Outcome
• $60MM topping offer received during due diligence from
another synergistic company
• Decided to rescind acceptance of first synergistic company
offer
• Final purchase price ended up at $66.3 MM – Closed
transaction November 2009
• Summary:
– Timeline – 11 months from engagement
– Clients Valuation Expectation - $15MM to $25MM
– Final Purchase Price Achieved - $66.3M
– Final EBITDA Multiple – 83 x 2008 EBITDA 13.2 x 2009 Projected
EBITDA
53. 1999 2000
$2 MM Net Worth
NQSO Option
Exercises
2001 2002
Renewal Fee
Client Leaves W-2 Capacity
2003
Managed Minor
Investment
Portfolio
2004
Renewal Fee
2005 2006
CASE TIMELINE
(Phase One Planting Seeds)
2007
Client Adds:
2 Active Partners
4 Other Passive
Investors
Initial Engagement
for $5K Fee
Renewal Fee
Client Phases into New Co. via
Purchase of Assets from Public Co.
54. 2007
Initial
Business
Planning
Fee
ESG Initial Intro
Videoconference
2008
Group Personal
Planning Meetings
(Goals Financials)
MA, CPA,
2009
MA
Formal
Proposal
Group Personal
Planning Meetings
(Goals Financials)
- Continued -
JD Firms
Engagement
Business Contingency
Life Insurance Implemented
2010
Companies #1 - 4 Talks
Jan to Mar Apr May Jun Jul Aug Sep Oct
Nov
to
Dec
Review
Personal
Planning –
Initial
Retirement,
Estate
Projections
Goals Review
GRATs
Implemented
Personal Planning –
Retirement Estate
Re-Projections
Personal Planning –
Implementation
Year End Tax
Legal Meetings
Personal Planning –
Retirement
Re-Projections Year
End Personal Timelines
MA, CPA
Financial
Legal Prep
Begin
(Daily T-CONs)
Company #5
Talks Begin
SALE CLOSED
CASE TIMELINE
55. MARKETABILITY ASSESSMENT
• Complimentary
• Confidential
• Provides to Advisor/Client:
– Valuation “range” based on various “forward looking” approaches
– Comparable sales in industry
– Recommendations to enhance value
– How the MA process works
– MA Fees
• Takes 7 – 10 days to prepare after we receive data
• Your existing advisor team selects the “best fit” MA firm to represent your
client based on:
– Industry expertise
– Deal size/type
– Chemistry
– Geography
57. The 10 Potential Exit
Planning Mistakes
1. The Do-It-Yourself’er (Don’t try this at home)
2. Holding on too long
3. Failure to plan/Procrastination
4. Too Busy Fighting Alligators
5. Advisors don’t know how to work together, no
coordinator
6. Unaware there is a defined Exit Plan Process
7. Rush to transaction
8. Fear what to do after business is gone
9. Not Assembling a team
10. Failure to make yourself “obsolete”
59. ONE BROTHER ON SIBLING RIVALRY
“I spend a lot of time figuring
out how I’m going to get my
sister’s half of the business.”
60. TAX EFFICIENCY AUDIT
Estate Taxes 45%
State Estate Inheritance Taxes 10% - 30% (Currently 0% in CA)
Income Taxes - Personal 10% - 35%
__________________________________________________________________________________________________________________________________
90% of time corporation involved:
O - Owner
P - Payor Benefit
B – Beneficiary
Corporate Alternative Minimum Tax 20%
(Income Tax)
Corporate Income Tax 15% - 35%
Federal Gift Tax 45%
(A) / (B) / (C)
Federal Generation Skipping Transfer Tax 45%
i.e. Did you think your $2,000,000 of Life Insurance was tax free?
61. ANNUAL CONTRIBUTION EXAMPLES
USING DIFFERENT FUNDING METHODS
Current
Age
Retirement
Age
Profit
Sharing
Traditional
Defined Benefit
W/O Life Ins
Defined
Benefit
With Life
Insurance
412 (i) Funding
With
Life Ins
30 55 $46,000 $ 31,878 $74,254 $ 99,343
35 55 $46,000 $ 45,617 $97,531 $133,703
40 55 $46,000 $ 68,875 $129,147 $187,110
45 55 $46,000 $114,693 $192,481 $285,841
50 60 $46,000 $145,935 $256,280 $357,458
55 62 $46,000 $191,210 $332,365 $434,778
60 65 $46,000 $187,265 $324,536 $393,182
62. Introduction
Comprehensive
Financial
Planning Process
Engage
Services
Document
Debrief
Present
Feasibility
Study
Build
Feasibility
Study
Create Plan
Data
Plan Meeting
Design and
Research
Referral /
Implementation
Finalization
Implementation
Clarification
Plan
Presentation
Document
pickup
Concept
Testing and
Education
Renewal /
Plan
Review
Implementation
Presentation
Obtain
Valuation
Business
Audit
Business
Sale
Prepare Offering
Memorandum
63. Setting Exit Objectives
“When a man does not know which harbor he is
heading for, no wind is the right wind.”
-Seneca