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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 Deal-Driven Growth

Unique, Revenue Generating Deals

Noah Rosenfarb counsels entrepreneurs who are looking for ways to enhance their wealth while working less, living more, and enjoying financial abundance. His 20+ years of real estate investment experience have taught him that fractional ownership in large assets is an excellent revenue generating tool to create multiple passive income streams. 

Through 32 acquisitions, he’s built a portfolio of 3,500+ apartment units. He also has over 500,000 sq ft of office buildings and retail shopping centers. He’s a 3rd generation CPA, and has been studying the tax code his whole life. Noah’s mission is to find all the legal ways to reduce or eliminate taxes, which is a guaranteed way to increase cash flow.

Entrepreneurial Beginnings

As a young kid, Noah saw that his dad was able to use entrepreneurship to put food on the table. It’s how he created a life for himself. This held a great deal of appeal! As a result, Noah had his own entrepreneurial ambitions from an early age.

The principal at his middle school took notice (due to his candy selling activities before, during, and after school). He offered him the opportunity to start a school store. Although he wasn’t making money anymore, he did get the experience of running the store, from sales to product to profits. 

After reaching adulthood, Noah found himself providing expert testimony in litigations. It didn’t take long to realize that he didn’t enjoy profiting off of the struggle of divorce. A move and business transition led Noah to start a family office for affluent entrepreneurs. Now, he personally serves as the primary financial advisor for a dozen families that have a net worth in excess of $20 million. His holistic approach focuses equally on preparing the money for the family and the family for the money.

In addition, Noah has sold eight companies, owns over a dozen, and continues to acquire businesses, websites and real estate. He brings personal experience beyond being a technical expert to high performing families that want to balance qualitative and quantitative financial advice.

Entrepreneurs are Value Creators

Noah believes that most entrepreneurs are value creators. He’s seen that when entrepreneurs get out of bed and recognize that what they do doesn’t hold value, they become dissatisfied with their work and businesses. 

At some point, entrepreneurs have to get serious about where they spend their time and what they want their lives to look like. As part of their onboarding process and vision crafting work, Noah’s firm helps business owners map out their “ideal week” post-operational world. He encourages them to think about what they would actually DO without their businesses. Skiing? Golfing? Volunteering? Who is there? What would you be doing? What would you not be doing?

Noah shares that, personally, giving to causes he cares about is a great benefit he enjoys as a result of his own success. Achieving “true freedom” hasn’t been all about the size of his net worth, but rather the impact he makes on his family and within his community. Through philanthropy, he gets exposed to amazing people whose path to significance inspires him. By actively participating and not just writing checks, he witnesses the effect we have on others in need. This virtuous cycle gives him reasons to continue to create value for others.

VC Investing

From angel investing to holding royalties, Noah has experience with a variety of investment techniques. Currently, he uses his firm, Figi Royalty, to provide capital for internet-based businesses. 

He also found that he doesn’t like investing just his own capital. Instead, he prefers to make a larger investment that includes a pool of other people’s money. This allows the investment to have a greater impact, and also allows Noah to bring other people into the journey. It’s also more efficient.

He also highly values cash flow. He finds he prefers investments that are capable of generating cash flow early on. He’s looking for consistent, long term cash flow potential that will optimize sooner rather than later. Noah’s approach has been influenced by Jeff Hoffman, who utilizes angel investing in lieu of philanthropy as a way of giving back and building a better world. 

This creates a virtuous cycle in which you were able to make money, improve the world, empower entrepreneurs, and really establish a win-win situation across the board.

Revenue Generating

Noah shares that his firm has pioneered a way for small niche businesses with low fixed-costs to raise money via royalties. He invests in the company and receives a revenue percentage off the top line so the business owner retains full control over the spending decisions and expenses.

This is not a partnership or equity investment. Nor is it a loan creating debt. It is an investment that allows a company to raise necessary capital in exchange for a percentage of revenue.

To hear more about the details of this truly unique deal structure, 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!

 

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

Deal-Ready Foundations: The Power of Team Building

In our last solo-cast, I talked about a few things related to creating a scalable business that you work ON, not IN. Although those concepts might not connect to all deals, the more you can do to create a business that doesn’t depend entirely on you, the more you’re setting yourself up for powerful deals. From new collaborations, joint ventures, or even preparing your exit plan: you can employ a variety of strategies to make your business deal-ready. One powerful area to consider is team building.

Team Building Expectations

Most businesses have some sort of team. Whether the team is all on sight or is working remotely, successful businesses that intend to scale are going to have to consider team building at some point. Often, we start to run into default ways of thinking here. We have expectations about oversight, presence, and even micromanaging that seep into our team building decisions. 

Our ego also starts to pipe in. We may have a tendency towards being controlling, or choosing not to trust our employees. When that occurs, we often use the excuse that “they” just don’t care about the company as much as we do!

On one hand, you’re right. When you own a company, you’re going to be invested in a way that an employee just will not be. And why should you expect them to have the same drive and commitment for your business as you? After all, it’s YOURS!

On the other hand, there are ways to build a team that is passionate, motivated, and connected to your business. A few ways to create that sort of team? Being flexible, building trust, and empowering every team member to contribute in the way the best taps into their skills. After all, isn’t that why you brought them on in the first place?

When you make deals, you show up at the negotiating table with the understanding that both parties are bringing something of value. Approach your team in the same way. This isn’t just an exchange of your money and their time. They have the ability to make a powerful difference in your business, but only if you allow them to do so.

My Own Team Building Experience

I have a dedicated, loyal team that I’m proud to work with. I’ve offered all of them flexible options that work for their lives and families.

You can find phenomenal employees who work hard and love what they do — and they might ALSO prefer flexible work schedules that give them opportunities to prioritize their families, hobbies, or other needs. That’s not a reflection on their ability to perform within your company. In fact, it only enhances it.

I’ve also noticed that sometimes amazing talents will bypass higher salaries from larger companies in order to work for a smaller company that offers them openness and flexibility. It’s simply not true that remote workers are less capable or talented, or that the “best” employees are working 9-5+ from a desk inside your building.

Another benefit? Diversity! Hiring remotely significantly increases the talent pool you’re able to hire from. Even if your local talent pool feels relatively homogenous, you don’t have to be limited to that. When you offer flexibility and remote options, the pool is global. You may find that your business can attract great employees, teammates, and leaders who bring powerful new ideas into your business when you open yourself up to their presence.

My flexibility and openness has enabled me to find excellent candidates and bring them into my business time after time. By being less rigid, I’ve been able to offer positions to excellent candidates that I would have otherwise had to pass by (or not even be aware of).

Another tip? Be aware of how your team is motivated. Some people want to be praised, especially in front of others. Some want to be challenged, and always have something new. Everyone wants to be trusted and empowered to do their best work in their own way.

Tap into your individual employee’s needs so you can focus on your highest and best use areas. As you do so, you’ll find yourself with the capacity to look for and close new deals of all kinds.

By building an entrepreneurial culture that values all team members, you may find yourself positioned for deals you might have never expected. 

Delegating Up

Sometimes you give a task to an employee, and they end up circling back to you. They have questions, or they’re looking for you to finish something off.

And although I want to be a resource to my team, I also want to discourage “delegating up”, in which they use me as a crutch. Sometimes team members don’t want to take responsibility for a decision (so they bring it back to you). Or they lack confidence or trust in themselves, so they’re looking for validation.

One trick I use: when I have employees ask me to look something over for them, I’ll ask them, “Do you really need me to do that?”. If they actually do, then I’ll look it over. Oftentimes, however, when they reflect they realize they don’t need me. I trust them to do their jobs, and it’s my intention to remove myself and have faith in them to do their work independently while being a resource to them when they really need me.

And honestly…

When you hire a team, you should be hiring people who are talented in areas that you are not. They are the content creators, site developers, ad creators, or admin professionals that you’ve brought in for a specific purpose. Trust them to do it. Let them know that they have the power and autonomy to complete the work assigned to them. If you give the ability to do this, you may find that they are even better at it than you!

Don’t be afraid of being “surpassed” by a talented employee who is really good at their role. Offer training opportunities. Help people become their absolute best, not only for your business, but for their own growth as people. Will that mean they leave your organization one day? Maybe! But wouldn’t you rather have a phenomenal team member who one day leaves for bigger and better things, than a mediocre team member who sticks around because they aren’t passionate about growing and improving?

Team Building Requires Trust Building

In deals, trust is essential. You have to be able to trust yourself, your partners, and the clarity of your objectives when putting together a deal.

Your team requires trust as well.

There is no way to truly scale and grow if you cannot trust and empower people. Your team members need your trust to do their best work. And you need to give your trust to be able to take things to the next level.

Encouraging creativity and building an empowered team is vital for successful positioning. If you’re hoping for organic growth, improved marketing, new joint ventures, scaling, or preparing for an eventual exit: you’ll benefit from creating a team you can trust!

In the trade off of a deal, it has to work for BOTH parties. If one side feels that they’re not getting their fair share, they won’t engage.

Team building is the same. Trust, respect, training, empowerment, autonomy, flexibility – these are all aspects of the employee deal-making process. When you bring a valuable package to the table that includes so much more than just a paycheck, you can build a team that truly takes your business to the next level.

When you do that, you increase your firm’s capacity to do deals, build enterprise value and better position the company to monetize that enterprise value upon exit.

In the future, I plan to talk more about how internal succession is an incredible deal option that only makes sense if you’ve built a team that can run your company without you. The foundation? Team building!

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!