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DECIDING TO KEEP OR SELL A FAMILY BUSINESS

After 20 years at the helm of the family business, Pamela is considering selling the company next year. After all, her company has satisfactorily matured, and she believes the time may be right to put it on the market. But questions plague her. How can she be sure its the right thing to do  for her, for family members active and inactive in the business, and for loyal nonfamily employees?
 
The answer, of course, depends on numerous factors, including the companys value and current market conditions. Pamela has wisely chosen to take her time before divesting. That way, our fictional business owner can properly plan and  in conjunction with M&A experts  assess the most expeditious approach to her goal.

Keeping It in the Family

First she considers keeping the business in the family. Her experienced team of M&A professionals analyzes her companys financial situation and market position, among other factors. Here are a few highlights:
 
Valuation. First, Pamela obtains a business valuation. The value may well determine Pamelas final decision and certainly drives the plan if she intends to keep the business. Then she must determine whether to transfer the business during her lifetime, on her death or on her husbands death. Of course, the companys value and Pamelas plans interest numerous parties, including tax authorities and her family.
 
Lets say Pamela decides to will the company helm to her spouse. No estate tax will be due then because of the marital deduction, but it will be due on her husbands death. But Pamela and her spouse might want the value minimized for the future estate tax payment on his death. Federal estate tax begins at an effective rate of 41% (on assets greater than the estate tax exemption of $1 million) and moves quickly to 49% (on a taxable estate greater than $2.5 million). Conversely, as you might imagine, the IRS is vigilant in looking for businesses that may have been undervalued in an effort to minimize taxes. This is particularly true for businesses whose fair market value is disputable.
 
Active and inactive heirs also may have different views of the businesss proper value, especially if they dont hold interests in the business or if their inheritance is to be equalized from other assets (that is, compensated for their share of the business through assets other than the business itself). So make sure your valuator clearly understands the valuations purpose.
 
Transition. Pamela will turn 64 next year. Therefore, retirement is another option she must consider. If she chooses to keep the company, she must decide whether everyone now involved in the business should stay involved. That means assessing personnels aptitude, ability and temperament. Then she must determine if only those children who are active in the business retain current, or have future, ownership of it. Finally, she must decide what inactive heirs should receive.
 
Without considering these issues, Pamela would be less inclined to make an ownership transition during her lifetime. And that might not be in her (or her familys) best interests.
 
Decision-making authority. Presume at this point that Pamela has decided to leave the business to her heirs. She must then determine who will take the helm when she leaves. If shes not done so already, she should empower those running daily operations to make important decisions. She should consider whether the decision-makers should report to a formal or informal board of directors, or an institutional executor or trustee. With her M&A team of experts, Pamela should examine whether her company can meet its capital and borrowing needs and how it can maximize its intellectual capital. If a solid management team already exists, it should have an incentive to stay on when the next generation of Pamelas family assumes ownership and control.
 
Full benefits. Many business owners dont take into account the value and extent to which they are receiving benefits from the company in addition to salary. In our example, Pamela must recognize medical benefits, perquisites, pensions and employment opportunities for herself, family members and others before deciding to retain or divest the business.
 
Estate plan. Contrary to popular belief, having the correct legal documents doesnt constitute a business continuity plan, nor should that plan remain static. Changing tax law and values require a periodic estate plan review, as do changing childrens (and grandchildrens) ages, maturity and marital status. Health concerns also affect planning. If Pamela wants to keep the business in the family, an estate plan is a key component.

Letting It Go

Lets say Pamela decides to sell the business to outsiders. Heres a look at the salient issues from the sellers side.
 
Value. A buyer bases a businesss value on strategic benefit and fit with other businesses, earnings and cash flow, and the management team. For the seller (Pamela in our example), the gross value most often determines whether to sell. Note that consideration paid can take several forms and should be carefully structured and negotiated.
 
Getting at net value. The extent, timing and payment of taxes (be they capital gains tax, income tax or estate tax) on the proceeds can and should be planned. Total purchase price should not be as important as the net value to the seller and his or her family. The buyer can be convinced to deliver more to the seller if it is more tax efficient for him or her.
 
Presale planning. A great deal of planning should take place before any sale transaction. The more time that elapses between the implementation of a strategy and the sale transaction, the better the potential to preserve wealth and structure a deal that is beneficial to all parties.
 
Transaction strategy. Before a business goes on the market, have your expert examine its financial status and state it in the best possible light. In other words, balance sheets and income statements may need to be re-evaluated. Fortunately, Pamelas M&A experts helped her identify an appropriate buyer (from a field of strategic, financial, institutional and management candidates) and communicated with that companys representatives throughout the process.
 
Implementation and positioning. Before negotiations began, Pamela and her M&A team defined her role and others. By doing so, the sale process moved smoothly and she was on track to the best possible results. Experienced advisors helped her determine the most effective offer process.
 
Post-sale planning. Coordinating a change in the assets makeup (for example, from stock in a closely held business to liquid assets) requires an income and security analysis and a review of any existing estate plan.

Smooth Sailing

Chances are, you wouldnt drive to an unfamiliar destination without a map. Neither should an owner even contemplate selling a business without a plan. That plan will reveal the best course of action and chart how to get you there. Please call us to help you navigate your way to the successful sale of your business or with any other M&A issues you may have.

Pertinent Considerations

Theres no one-size-fits-all answer to a businesspersons keep-or-sell conundrum. Fortunately, there are several constants. The decision to retain or sell a company includes considerations such as:
  • The owners desire to work or retire
  • Family dynamics
  • Financial security for working family members and shareholders
  • The current business environment as it relates to the businesss market value
  • What will and should happen to loyal executive and employee groups
  • The extent of the owners assets, and
  • The tax impact.
These are a just a few of the many items to review before making a decision. Call us for more detailed information.

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