To view original article click here.
By James S. Cassel
November 17, 2013
When transitioning businesses to their family members, many business owners are surprised to come face-to-face with something they never expected to surface in their families: the ugly side of business. Beyond the serious financial consequences and other damages that can hurt their businesses, previously harmonious families can be torn apart, often irreconcilably. In my experience, I have seen a lot, and I can tell you much of this can be avoided by taking the right steps in advance.
Many business owners think their families are above all this — they don’t need to develop succession plans or to put systems in place because everyone “loves each other” and “things will naturally fall into place.”
I saw a previously harmonious family get torn apart by animosity after the father left the business to his children without leaving any kind of voting trust or shareholder agreement. Ultimately, the one child who had been actively involved in running the business the entire time had serious issues with the siblings who were trying to tell him what to do despite the fact they knew nothing about the business. This rift damaged not only the business operation but also the family’s financial wellbeing. If the father had handled the issues with better communication and documentation before he passed away and if a partnership or clear voting/shareholder rights had been established, this crisis could have been minimized or prevented.
We were also involved with helping another business in which the two partners gave the business to their children who then gave it to each of their children with the hopes of keeping it “all in the family.” However, much to their dismay, the third generation did not get along. A simple buy-sell agreement could have helped them vent their differing views without destroying the successful business. Both wanted to own the business, but neither wanted to sell it to the other. The end result was liquation of a great business and financial loss to both families. Sometimes it is better to sell than transition.
In both cases, these families sought help when it was too late. Based on my experience navigating these complex issues, the following are some of the common pitfalls and key steps to help ensure your family’s best interest is protected when considering transitioning your business to your family members:
• Inter-family issues: Begin by thinking about what you want to accomplish. Write it down. Sit down with your family members, and really work through these emotional issues with all key family members, including those who will be involved and those who may not be involved in the business who will be affected. Do this well in advance of your intent to turn over the business so that it becomes a “planning conversation” rather than the actual allocation of roles, responsibilities and assets. This will greatly diffuse the intense emotions and drama often connected with business transitions.
If you have multiple children, which ones are most appropriate to take over the business, and which ones should not be involved? If you have step-children, daughters-in-law or sons-in-law, how would you deal with them in the transition? If your family is not able to do it alone, consider getting a private equity firm as a partner or other professional management. Sometimes it helps to bring in a business coach.
• Tax issues: It’s critical to consult with tax advisors upfront to protect your financial interests. Get them involved before the transition is structured. A good tax advisor can save you and your family significant sums of money and many heartaches during the transition process. This can be done in conjunction with your estate planning.
• Allocation of control and assets: It’s important to think through who will own and run your business and to get buy-in upfront in this decision rather than trying to impose it upon your family members and employees later.
Consider what your role be during and after the transition. If you have other children and they are not in the business or won’t be part of the ownership, how do you allocate other assets so it’s equitable, and should it be equitable? What are the ramifications of transitioning to active versus non-active family members? When you are transitioning the business to family and you have long-term employees, should those employees get rights or ownership and how do you deal with the heir-apparent?
• Valuation work: Work with qualified consultants to do valuation work to decide on the value for your business beforehand. This could affect your taxes. This also can help ensure you protect the maximum value for your business and allocate the business assets appropriately.
• Outside capital: If you need outside capital, where will it come from? Do you establish an Employee Stock Ownership Plan to do it or do you bring a private equity firm, as there are some that focus on transitioning for family businesses?
Often, the business has been good to the family. But if not properly handled, the strong emotions and complex dynamics that come into play the moment a business is transitioned can become overwhelming and cause unexpected damage. Most business owners fall into this trap because they mistakenly assume this would never happen in their families. Without a doubt, it’s critical to talk with your family beforehand, get help from qualified attorneys, investment bankers, tax advisors and other experts, and put the right systems and documents in place. This type of strategic action and planning can help ensure you make sound decisions together, as a family, that will protect your most valuable assets: your business and your loved ones.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. www.casselsalpeter.com