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Authentic Business Relationships Authentic Deal-Making Authentic Leadership Authentic Negotiating

Internal Succession Deals

What is the likely time you’ll want to retire? What happens if circumstances force you to leave your business earlier than planned? Your retirement and ownership transfer may be on your own timing, or dictated by things you may not control. Either way, having as many options as possible is advisable. While you might be able to sell to an outside party, you should also consider having internal succession on the menu.

How to Best Position for an Internal Succession Deal

Depending upon the size of your company, grooming a successor and/or building a strong executive management team is crucial. Empowered, knowledgeable employees create a potential pool of buyers. These buyers might be excellent candidates for a buyout when you’re ready to retire or move on. The great thing about doing that is your company is more likely to be able to operate without you. As a result, even while you have full ownership you’re putting yourself in a strong position for an external sale as well.

An internal succession deal is essentially an opportunity for you to sell your company to your existing team or one key employee. This may occur upon your retirement, death, or permanent disability. Creating an internal succession plan and binding agreement in advance with the management team or key employee is an essential step toward a successful internal succession deal.

Advantages of Internal Succession Deals

One huge advantage of this kind of deal is that you’re working with someone who knows the company. They understand the company culture. They’re also familiar with the ideal clients and the “state of the union”, so to speak. They may not need to spend as much time doing their due diligence and understanding the company at its core. (Note: They also know your skeletons, so there is a lot of transparency in most internal succession deals!)

If you’ve built a great company with a great team, an internal deal can require less “selling” of the deal. Another advantage? Continuity! Relationships in business matter. Clients and customers are often more comfortable when they understand they’ll be able to continue working with the same team and philosophy. They are less likely to completely revisit the relationship when they feel they are still working with the same people.

Also, a majority of deals are done as asset sales. (As opposed to equity deals.) After all, the buyer doesn’t want to take on a huge liability risk. This is often the structure for an internal succession deal as well. However, there are possibly more opportunities to consider an equity deal when you’re dealing with someone who truly knows the ins and outs of the company. They are taking on less unseen risk. This may make an internal buyer more open to the potential heightened risk of an equity sale. This is a huge plus because equity sales can actually be smoother than asset sales.

(Listen to the full episode to hear more about assignment issues, consents, and a note on taxes!)

Finally, consider making it known to key employees that you’re willing to consider an internal succession deal when you reach retirement. You may be able to retain high-level employees who have a desire for ownership. When these employees know that they will have the option to gain majority control, or maybe even 100% ownership in the future, that may be the incentive for them to stay. Even if a larger company offers them more benefits or higher pay, ownership incentives (which can be set up in advance via legal agreements) will often outweigh other benefits and perks offered by larger companies.

Disadvantages of Internal Succession Deals

A possible downside to internal succession is lack of funds. There may not be an ability to pay the purchase price if the internal buyer can’t find the necessary capital. There can be limited funding options, and internal buyers sometimes want the owner to essentially fund the note and get paid over time. Although financial options are increasing in many industries, the lack of capital is sometimes an impediment to internal succession deals. One antidote is to plan in advance. Pre-planning increases the chances that an employee interested in buying the business out will have the ability to finance the deal.

When deals are done internally, there is often a lower valuation. This corresponds with a price discount — even if small. This can be because the deal is easier to get done. It may also be a result of working with people you trust, recognizing their contribution to the growth in value of the company over time, or other reasons. External buyers are often able and willing to pay a bit more for their own strategic reasons. However, they bring other issues and risks that may not exist for an internal sale.

Setting Up the Deal

There are a number of ways this may be done. For example, you may set this deal up where an internal buyer is able to buy the company over time. This could be at 5% a year, or some other breakdown that makes sense. You may also consider how much a buyer would need up front, how much they can pay over time, and whether this is a full buyout or if you’ll retain minority stock or equity in the company.

When you’re allowing employees to buy into a company over time, the owner often does not want to put themselves into a position in which they are still working in the company but now have a minority ownership. This can be remedied by creating legal agreements to ensure that you have control of decision making within the company until the point at which the buyout is going to be completely transitioned. For example, a structure at which the full out buyout occurs after ownership by the buyer reached 49% over time. So while the buyer might have been buying 5% – 10% a year over a period of year, for example, after reaching 49%, the next purchase is for the remaining 51%

Also, remember that you can divide ownership and voting control. So you can give up the majority of the economic benefit of equity ownership while still maintaining decision-making control.

Another consideration: what assets will be used as security for backend payments? In essence, if the buyers don’t pay you, will you be in position to take the company back? What recourse will you have? In reality, most people don’t want to be in a position in which they would be at risk of having to leave retirement in order to reenter the company. For that reason, you may consider other forms of security or protection.

Best of Both Worlds

There can be some frustration here. An employee making the purchase may be trying to have the best of both worlds by taking on ownership of a company without the risks of buying something unknown or starting something new. They may not want to offer a second mortgage on their home or other personal assets as collateral against possible failure. Or they may not have those things as an option.

Although internal succession deals can be wonderful for both parties, it is essential that there are protections in place to protect against worst case scenarios. Be clear about what you’re comfortable with when you show up to the deal table.

In an internal deal, you know who you’re dealing with.

You know if you’re passing the business into capable hands, and ideally you’ll know enough about their work ethic and way of thinking to know that they’ll carry the business forward. However, you don’t know what could happen with all sorts of factors: the economy, global pandemics, unexpected losses, and any number of potentialities could arise that complicate an otherwise solid business deal.

Finally, I would encourage you to truly spend some time pre-planning your own transfer and retirement. Do you have the right people in place? How will you preserve your legacy? Do you want a slow transition or a full stop when you’re ready to be done? Are you dealing with yourself as a single owner, or do you have business partners/founders whose views are important?

Listen in to the full episode for more strategic thinking on internal succession deals.

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.
If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!

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Authentic Deal-Making Authentic Negotiating Deal-Driven Growth

Deal-Making Lessons

Jay Hummel is an author, speaker, and financial services executive. He specializes in leading through change and  building strategic relationships internally and externally. Jay also excels at articulating complex items in simple terms. He is the co-founder of Wealth Advisor Growth Network (WAGN), where he strives to bring growth to the independent adviser space. On today’s show, we dive deep to explore Jay’s deal-making lessons and experience.

An Early Start to a Financial Future

Jay shares that he would put on a clip-on tie at the age of 8, bring his calculator to the dining room table, and play with numbers. One of his earliest deals involved asking his grandfather how much it would be to “take that clock off his hands”. Even though he wasn’t able to make that deal, it signaled what was to come. Since then Jay has grown into his interest, pursuing higher education and moving into accounting and later wealth management. 

Now he works with WAGN, which is a consulting and deal-making firm. There, he strives to keep wealth management services connected with new developments in technology. Ultimately, he believes in the value of continual growth in an industry that can easily get a bit stagnant. WAGN specializes in minority stakes, which they acquire in order to become managing partners. From that position, the goal is to create an ecosystem of great people who are serving their clients and staying ahead of the technology curve.

Deal-Making Lessons from a Billionaire 

Jay’s first real job was as an intern for the Lindner’s, a billionaire family. He was able to work for their CFO and witness a lot of deal-making, including the purchase of amusement parks and the rolling up of insurance companies. They told him that as long as he stayed quiet, he was welcome to sit in the room and observe. What a deal for Jay!

He shares that he had a lot of respect for Mr. Lindner’s philosophy that you never take anyone to the wall with a deal. After all, the world is a small place! Even when Jay knew that his side was holding all the cards, he saw that they didn’t always play them all. When he asked about that, Mr. Lindner shared that just because you can doesn’t mean you should. You never know when you’ll be sitting at the table and be the one who doesn’t have the advantage…and you might be sitting across from the very same people you’re making deals with today.

Every negotiation in business is either the start of a new relationship, or the continuation of an old relationship. Just because you could beat someone down and walk away doesn’t mean you can do so without consequences. People build reputations, and you become known for the way you conduct yourself. A massive win that cuts someone else down may benefit you for a moment, but the long term impact of creating a reputation that makes others not want to do deals with you anymore is hard to overcome.

Powerful Deals Done Right

Today’s deal isn’t about tomorrow; it’s about the next 5, 10, 15 years. Take the long view, and think beyond simple financial profits. How can you make deals that are good for everyone: partners, employees, clients, and anyone else?

Jay shares that one reason he’s pleased to be out of the public sector and fully private is because he feels there is more leeway to really consider that long term view.

He also notes that when you sit down at the table to make deals, you need to understand why you’re there. What outcome are you seeking, and for what reason? When you lack clarity, it’s hard to bring a deal to completion. 

Even when he’s been part of a deal that fails, Jay has seen that showing up and being willing to fail is a key part of becoming a successful deal-maker. Know what you want, treat others with respect, and know how to walk away from the table with both success and failure. They are both part of the deal-making process, and you’ll experience them both if you’re serious about making deals throughout your career.

The second principle in my Authentic Negotiating book is detachment for this very reason! Of course you’ll have a preference that the deal gets done; but you also have to be able to release expectations and accept what happens during the negotiation. 

WAGN Deal-Making Lessons & Growth

WAGN started their deal-making with capital formation at the beginning of their company. However, they weren’t looking for only capital. Having the right partners around the table was of more importance than dollar amounts.

Jay and his co-founding partner John believe that the best deal people in the long run are “smaller pieces of the bigger pie” types. Understanding how each element comes together to create something better than any one part is a key part of becoming an expert deal-maker.

This also connects to shared vision. No matter how lucrative a deal appears on the outset, if it is not backed with shared vision, it will not serve the parties involved in the long term. In fact, beyond the capital partner deals, Jay and John founded WAGN by creating a shared vision and building a deal together at the outset. Without that shared view of themselves as smaller pieces in a bigger picture, as well as for where they could take a wealth management group, they would not be seeing the success they’ve seen.

Deal-Making Uncertainty

A lot of deal-making success isn’t about finances or strategy; it’s about timing. Jay shares that once he and John knew what they wanted to build, they could see that the window was closing. They needed to act with certainty to get in, and they did. Since starting last October (2019) they’ve completed four deals and are off to a strong start.

Early on, they invested in a Denver-based firm that they believed in, with plans to build out an entirely new firm. The break date? March 20th, 2020. That was the bottom of the equity market as a result of Covid-19, and things in the market were unstable. However, they knew they had planned and prepared for this. Yes, there was uncertainty. But there was also a great deal of vision and clarity for what could be achieved. 

Ultimately, WAGN was ready and they knew that clients needed what they were going to build. Since then they’ve done three acquisitions and are on their way to building a billion dollar firm. There are only 330 billion dollar independent firms in the country (with 330,000 independent firms in existence), and Jay shares that WAGN may reach that level in less than 10 months.

Deal-Making Lessons From Jay

So many deal-making lessons have fueled WAGN’s growth and drive along the way. 

Jay notes that you never want to chase a bad deal. He also comments that it can be really easy to get tempted into jumping into a bad deal in the “top of the 9th inning” because you feel like you need it. 

He reminds leaders that clarity around what you’re building and why is essential. If you pause a deal, you need to know what factor is going to allow you to reinitiate the process. Is it the stock market? An internal factor? If you hit pause and don’t know when you’ll be restarting, you end up in limbo land, which is painful for everyone.

To hear more about Jay’s thoughts on the future of the deal-making industry in the financial sector, listen in to the full episode!

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!

 

Categories
Authentic Deal-Making Authentic Leadership Authentic Negotiating Deal-Driven Growth

A Deal-Maker’s Paradigm Shift

Jeff Dennis is the trusted advisor to the CEOs of fast growth companies, where he provides strategic and financial advice. He is a lawyer, serial entrepreneur, best selling author, and public speaker.His book, Lessons from the Edge, is a collection of stories by 50 entrepreneurs who share their biggest mistakes in business and the lessons that they have learned. He’s a sought after public speaker for audiences across the world. Here, he shares about the deal-maker’s paradigm shift that has helped him grow throughout his career.

Creative Problem Solving as an Entrepreneur in Residence

Jeff shares that, early on, he expected to take over the family business. After circumstances changed, however, he had to reinvent himself. This reinvention is what ultimately brought Jeff into the entrepreneurial space. 

Now, Jeff is an “Entrepreneur in Residence” with Fasken Law, one of Canada’s largest law firms. He helps them answer the question: How does a big law firm do business with these new tech companies?

These startups often have vast legal needs, but often few resources early in. Although some of them turn out to be unicorns that achieve wild success, many don’t. It’s clear, however, that they have legal needs. Part of Jeff’s role is to enable Fasken Law to meet those needs creatively. He considers himself to be part intreprenuer, as he’s building a small business inside of an institution. He’s part business advisor, as he does quite a bit of coaching and consulting within his work. And he’s part lawyer too, as a licensed legal professional! His journey certainly has been a “typical” lawyer’s journey, but he’s enjoyed his alternate career path.

Some of Jeff’s creative ability comes from a unique deal he crafted early in his professional life. It involved his family’s restaurant business, a massive theater complex raining debris on their patio, and a revenue guarantee that enabled them to sell at a profit. (Curious about the details? Listen HERE to get the whole story!)

Discovering a Deal-Maker’s Paradigm Shift

Prior to Fasken Law, Jeff went through multiple iterations of business. First, he thought of himself as a real estate guy. He was registered with the Ontario Securities Commission as a limited market dealer, and was syndicating real estate.

And then the market crashed. It seemed like everything Jeff was involved with was connected to real estate, and suddenly that was nothing but bad news. Rather than throw in the towel, Jeff set to work reenvisioning himself.

His realization? He was a deal-maker. This paradigm shift allowed him to see that real estate had been a commodity that he was making deals around. Rather than fixate on the commodity (real estate), his world opened up when he realized he could create deals in any sector, with any commodity.

Jeff has since done deals in mining, cosmetics, insurance, stocks & bonds, TV productions, franchises, and more.

If you’d like to hear more about Jeff’s thoughts on the “pound of flesh” required to take investor money in these types of deals, listen to the full episode here!

Always Growing

As he branched into deals, Jeff also worked hard to network and grow professionally. He joined EO (Entrepreneur’s Organization) and worked his way from local leadership to the international board. He wrote Lessons From the Edge, which became a bestseller and launched his speaking career. And he’s since traveled the world, speaking globally.

By using his deal-making skills as a springboard, Jeff has advanced personally and professionally throughout his career.

As he was writing and speaking, he also transitioned into angel investing. During this stage, he worked with early stage companies on commercialization and capital raising. Later, this experience would assist Jeff as he began crafting fixed-fee deals aligned with startup values and needs.

Creating Services & Products That Work

When Jeff talked about how a big law firm tends to deal with tech companies, the only word that came to my mind was “poorly”. Ultimately, law firms expected to operate with large hourly fees. And startups and entrepreneurs that were building tech companies couldn’t afford that.

There was an entire underserved market that was having to forgo legal representation, or deal with minimal legal counsel because it was out of range of their budgets. Jeff brought his deal-making experience to bear. Working within Fasken Law, he developed a concept for a fixed fee model that he knew would attract tech companies.

This creative solution required a great deal of negotiation. As a traditional law firm, they had to let go of “how it was always done” in order to try something innovative and new. From incorporating the company to creating shareholder agreements, creating employee contracts, and building employee stock option plans; Fasken Law became startup friendly.

Jeff shares that hundreds of companies from every sector came through these programs. Because they were structured as fixed-fee offerings that could be customized as needed, they were highly attractive to the startup market.

Ultimately, the deal-maker’s paradigm shift Jeff encountered early in his career has shaped his professional life ever since. There is power in making deals!

Listen to the full episode here!

 

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!

 

Categories
Authentic Business Relationships Authentic Deal-Making Authentic Leadership Deal-Driven Growth

Building Interpersonal Skills to Make Better Deals

Steven Herz is the author of Don’t Take Yes For an Answer, as well the founder of IF Management and the president of The Montag Group. He also believes that anything is possible, which in his own life has included losing weight in order to compete in the treacherous Gulf Coast Triathlon. During this time he also raised thousands of dollars for the Leukemia Society. Steven is also a huge proponent of leveraging interpersonal skills in order to make better deals.

Negotiating Television and Radio Deals

Steve started out by founding a sports media management firm. He represented sportscasters, retired athletes, and coaches, and found himself doing deals for and with those wanting to break into sports broadcasting. About 6 months in, he realized that local stations were looking for more than just sports broadcasters. They were looking for weathermen, anchors, and reporters.

Recognizing that he was limiting himself with his niche, he decided to expand the scope of what If Management did. More recently, he merged If Management into The Montag Group and now serves over 250 clients from all walks of life. From sportscasters to medical correspondents, they’ve helped develop the careers and opportunities of hundreds of professionals.

A huge part of Steven’s role is to prepare clients to negotiate deals with networks and other media outlets. You absolutely have to create leverage at all times, and consider the totality of every possible deal.

One barrier can be limitations related to location. For example, a family man in Miami who doesn’t want to relocate may be limited to only 2-3 major outlets. Depending on the location, there may also be non-compete clauses that limit transitioning to a competitor. Because of this, some negotiations have to focus on individual strengths, and what value a person can add to their network. That’s why skill building and growth are such vital parts of preparing for a solid negotiation.

Indemnification – Thinking Beyond Salary

In a public-facing career like broadcasting, there’s more to think about than just salary + benefits. One major potential issue that may arise for on-air personalities is a legal battle connected to libel or slander. It’s vital that indemnification is covered during negotiations, in order to protect each client.

Steven shares that one of their clients (Dan Shulman) is an ESPN broadcaster. During one game that Dan was announcing, a sleeping fan who had been eating a lot of food fell asleep in his chair. A picture was taken, and a blogger made a joke of it. The fan was angry, and sued the network. Dan was included in the suit (even though he hadn’t made any direct comments about the fan).

Because Steven’s had negotiated indemnification into the contract, Dan was able to have the legal battle covered by the network. In addition, he would have been fully reimbursed for any damages that might have resulted from the ordeal.

The Power of Personal Change

Steven is a great example of the power of personal change. He’s leveraged his own unique communication gifts and interpersonal skills in order to build a small start-up company into an industry powerhouse, where part of what he does is to coach and motivate others to help them become the absolute best version of themselves. His clientele includes CEO’s, lawyers, entrepreneurs, and young professionals.

He realizes that many people who come to them are looking to go further in life. Often, they think that procuring an agent will be a way of elevating their potential. Steven points out, however, that agents are not magic genies. Who you are as a person is absolutely key. Having someone like an agent vouch for you means nothing if the narrative going through the grapevine is that you’re unethical or have a bad reputation.

That’s why personal growth and taking personal responsibility for your own change is so key. Over the years, Steven has identified two major differences between those you rise to the next level, and those who don’t. Here’s what he learned about those who succeed:

They WANT to look within to identify the internal factors holding them back.
They analyze and grow their communication skills, especially their small group and 1-1 ability.
These two areas are the basis of Steven’s new book, Don’t Take Yes for an Answer, where he digs into these concepts.

Interpersonal Skills & Communication

Steven believes that AWE is the acronym that best represents the skills needed for skillful interpersonal communication.

A – Authority, presence, substance

W – Warmth, trust, connection

E – Energy (your own, and how you energize others)

He also believes that these skills CAN be taught. And once you’ve really started to understand and use them, you’ll see a difference in who you attract, how you sell, what you build, and what your outcomes are.

No matter what deals you’re doing, you can absolutely create more success by developing these interpersonal skills. To learn more about Steven’s book (including the bidding war four major publishers engage in to get it!), his work, and how you can improve your own negotiating skills, listen to the full episode!

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!

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Authentic Conversations About Difference

Living an Integrated Life

We’d all benefit from more hours in the day. This is especially true for entrepreneurs. When I was getting my firm off the ground, it was a near round-the-clock undertaking. When I wasn’t working on the business I was thinking about the business. It was an obsession, but one born of passion and my own innate desire to create.

I have loved my entrepreneurial journey because I was always clear on why I was doing it and how I wanted my life to look. Yet, if an alien landed on earth tomorrow, I’m not sure they’d opt for entrepreneurship as their chosen path. Things like founder burnout, the struggle for work-life balance, and even the apparent conflict between mindfulness and being in action, often impact the entrepreneurship conversation in ways that I don’t think are all positive.

There is a lot of reading we can do about solutions, but to me, we’re missing the problem; we’re not getting to the root of the root.

We’re not leading integrated lives.

I started my business because I never saw myself doing the 9-to-5 grind, and I didn’t want to answer to anyone. I wanted my life to fit into my job, and vice versa, seamlessly. The two were never at odds with each other because to me they never represented segmented aspects of what I was doing. My life is my life and all that it includes. It’s not this thing I get to once work is done. That’s the value of living an integrated life—you’re putting yourself back in control.

How else can we benefit from living integrated lives?

Our experiences stop being zero-sum. When we’re holding a work-life balance context, we can’t fully give ourselves to either. When we choose to live an integrated life, enjoying our families and taking an overdue vacation aren’t stealing from our work. Working a few weekends, or spending a few nights late in the office aren’t robbing from our personal time. We can enjoy our life without feeling anxious or guilty.

We open ourselves up to inspiration. American mythologist Joseph Campbell said, “Follow your bliss and the universe will open doors where there were only walls.” Living an integrated life to me means following my bliss. Sometimes that means immersing myself in my work. Other times it can mean pursuing my hobbies and exploring new ideas. When we detach from the obsessive pursuit of “balance” we can source inspiration from all areas of life. Rather than bootstrapping inspiration like it’s something to be called upon as needed, we invite its possibility into our life and allow ourselves to be inspired organically.

We find equilibrium. Balance and equilibrium might seem close in definition, but not to me. The way I see it, seeking balance is reactionary. Something feels imbalanced so I am going to take the following actions to even the proverbial scales. Those decisions and those actions aren’t coming from a place of inner-truth, so we shouldn’t be surprised when we don’t experience the fulfillment we were seeking when we pursue superficial balance. Equilibrium, however, is a state of inner being that we own and can return to. An integrated life is always pointed towards our equilibrium because those energies originate from our desire to return to our equilibrium.

I’m a passionate believer in the power of an integrated life. I believe it’s a byproduct of authenticity and can be a truly transformative change for people—regardless of profession—to make. If you’d like to hear more of my thoughts on how we can and why we should all strive to lead integrated lives, check out my recent video on the subject, https://youtu.be/NImtBXSFEbc.

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!