Category: Deal-Driven Growth

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Authentic Deal-Making Authentic Negotiating Deal-Driven Growth

Internal Succession

internal succession deals: 3 business people standing in an office with large windows

Today’s guest, Michael Vann, is a highly motivated and driven Business & Transaction Advisor at the Vann Group. Michael has over 18 years of experience in both corporate and entrepreneurial settings. He has a passion for the growth and development of high impact companies. He’s also shown a proven ability to advise clients in a manner that results in growth and success. Using his knowledge and expertise, he is able to work with clients to develop strategies and solutions that build on a company’s existing foundation, unlocking its unrealized value. Ultimately, Michael also works with clients on succession deals, including internal succession.

Early Deal Making

Having grown up in an entrepreneurial family, Michael notes he always had a bug for business. Although M&A wasn’t on his radar early on, creating businesses and doing deals certainly was! The first big deal Michael was part of involved selling a coffee shop, which went quite well.

Now, Michael’s activities focus on serving as a trusted advisor to owners and leadership teams that require insight and execution of strategic initiatives and transactions. This includes areas like mergers & acquisitions; the development of joint ventures & strategic alliances; the acquisition of financing and capital; and the launch of new business models & divisions. As an industry agnostic, Michael has successfully worked in a wide range of industries, including insurance/financial services, industrial/business services, manufacturing, and food & hospitality.

Internal Succession Deals

Michael and his father, Kevin Vann, recently co-authored Buying Out the Boss: The Successor’s Guide to Succession Planning. (And back on Ep. 88, I did a solocast on internal succession deals and opportunities!) So I knew my discussion with Michael about internal succession deals would be a great follow-up.

First off, Michael notes that there are many moving pieces in a succession deal. Those moving parts are what attracts Michael to internal succession, as he finds them challenging and enjoyable to work on.

Small, local companies play a large role in the economy, as well as in their own communities. Internal succession deals are a way to keep them locally owned and operating, even when the original founder steps down or moves on. Another key component to succession? Maintaining company continuity and growth through a succession.

Michael notes a stat that over 50% of business owners don’t believe their successor was prepared. He works with business owners to help them build the support and systems needed for a healthy succession.

The Buyers Don’t Always Know What They’re Getting In To

At the start of the succession deal, Michael notes that buyers are often at quite a disadvantage. They don’t always know the ins and outs of everything they are getting into, and they are sometimes coming from the position of being an employee. Even if they know the business, that knowledge is usually constrained to a specific area.

Transitioning to being the full fledged owner and CEO of a business is a huge shift. It’s not just about taking on a new title. This may help us understand why only 6% of successions involve an existing employee.

Michael notes that not every employee has a desire to take over a business and become the CEO either. Just because an internal succession deal may seem desirable, he cautions business owners to remain aware that they may not have an employee who would truly make sense to take over.

If you know you’ll one day desire to transition out of your business, you need to know it can run without you! It’s tempting to remain heavily involved, but you can make yourself more attractive to both internal and external buyers if you can demonstrate that the business can remain stable without your constant oversight and presence.

Conversations with Owners

Michael notes that there is a difference between scale and value. Many people can find a way to scale, but not everyone can build long term value that lasts.

From the perspective of a potential buyer, long term value is much more important than the ability to scale. Business owners need to move beyond short term thinking and consider what parts of their business are saleable, or worthy of passing on to the next generation.

Unfortunately, family businesses tend to have low statistical success rates across the generations. Michael has seen that keeping the second generation vibrant and growing is key to their success. Beyond that, however, he tends to see a downward spiral in experience moving into the 3rd and 4th generations of family businesses. Sometimes later generations are coming into the business from a place of entitlement, and other times they are there out of obligation. Either way, it doesn’t tend to translate to success.

I noted a practical problem that also occurs is that most generations get successively larger. The math gets quite hard when ownership is splintered among 15+ people, as getting people on the same page can be quite hard and the business needs to support more people.

Family strife, differences in vision and direction, and willingness to take risks all come into play for multi-generational businesses.

Trends in the M&A Market

When Covid hit, Michael’s group saw three deals stop dead in their tracks. Eventually one moved forward, but the other two died. Around May, however, they saw things start moving again.

He attributes this to business owners who are accelerating their transition processes after having watched the way the market has been moving. Increased uncertainty has caused a number of owners to decide to get out now while they can, even if their numbers are a little lower than expected.

Michael did note that they haven’t seen any large valuation impacts yet. He’s encouraged clients not to panic, and has seen plenty of active buyers in addition to sellers. By making wise decisions from a calm place, most business owners should have the ability to make solid decisions regarding their futures despite challenging times.

For deals that are moving forward, there has been an uptick in clawback provisions. This creates a balance for both sides of the transaction, and may be worth considering if you enter a deal in the near future. As a structure, it protects both sides and creates a bit more deal security. I agreed, noting that our firm has seen a similar trend.

In Massachusetts where Michael is located, he notes they’re in a strong manufacturing market, with precision aerospace and medical devices especially. There is a great asset base there, and the deals tend to be quite solid.

Whether you’re looking to buy or sell, the market is solid and deals are getting done every day!

Listen in to Episode 94 to hear the full interview and get Michael’s take on some of the biggest mistakes people make while trying to get deals done.

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

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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 Leadership Authentic Negotiating Deal-Driven Growth

Create and Transfer Business Value

Transfer Business Value

Laurie Barkman is the CEO of SmallDotBig, where she works with entrepreneurs, private companies, and family businesses on innovation, transition, and growth strategies. All this is to help clients achieve their long-term goals. She also works with closely-held companies to grow the value of their business and prepare to transition ownership in 7-10 years. As the Host of the Succession Stories Podcast, Laurie speaks with CEOs and experts about how to create and transfer business value. Altogether, Laurie has more than 20 years of digital transformation, entrepreneurship, and intrapreneurship in tech, retail, logistics, and service industries — from startups to corporates. 

Laurie’s Early Start

As a young person, Laurie had no idea she’d go on to be a CEO. She did start to recognize pretty early, however, that she was a leader. As a student she was often in situations where she had a chance to make an impact, create change, and coordinate with other students. In fact, her mom thought she’d go into politics and be a diplomat!

When it came time to pick a school and major, however, Laurie still didn’t know what she wanted to do. As a result, she chose a school and area of study that she felt would serve her no matter what direction she ultimately went. Her first career move after graduation? HR!

Laurie considers her first deal-making experience to be selling Hickory Farms meat and cheese as part of a fundraising campaign. She sold so much she earned a prize, and she considers this her first confidence boost in the sales arena. 

As her career has evolved, Laurie notes she has been in a variety of different industries and companies. From startups to billion dollar traded companies, Laurie has found ways to be innovative and creative. Now, she looks back and sees that her journey is what brought her to where she is today.

Healthy Succession Planning

Laurie loves working with entrepreneurial families, in which the founding entrepreneur created something and future generations have grown it into something even larger. She shares about a 3rd generation family business she worked in during her career. The family had moved from horse and buggy delivery to larger transportation to reverse logistics.

Eventually, Laurie was involved in the company’s succession plan. This required understanding the potential of long-term strategy with multigenerational impact. Stakeholders mattered, but so did employees and customers. 

Companies who have this sort of long-term vision inspire Laurie, and she loves partnering with them to help them see the potential for healthy succession possibilities.

As we were talking, I realized that we haven’t had much podcast content focused on family businesses. I’d love to dig into this area even more because there is so much that can be said about family members running a long term business together. There are major partnership dynamics at play, as well as other factors. (Would you be the perfect guest for this? I’d love to hear from you!)

Family Businesses, Family Values

Laurie notes that family businesses are incredibly unique. Each one is a sort of “snowflake”, in that you’ll never find another exactly like it. That’s one of the things that makes them so much fun to work with!

She shared the concept of shirt sleeves to shirt sleeves in three generations. Essentially, the first generation invests and innovates to build something successful, but the second generation is fearful of “sinking the ship”. They are more likely to play things safe and fail to creatively expand and grow. The third generation may be able to turn things around, but it may also be too late. There may also be family conflict, or a family that has grown so quickly that the business cannot sustain them.

Other issues in family succession can be connected to lack of fit or ability to take a business on, or a lack of a successor because there are no family members left.

Building skill sets and creating a pipeline for next generation talent is a key part of succession, whether you want to keep your business in the family or not!

On her podcast, Succession Stories: Insights for Next Generation Entrepreneurs, Laurie has interviewed multiple CEO’s of family run businesses. She has noticed that family run companies tend to be incredibly value heavy. They understand where the values have come from, and how they play out in day to day life. These values are also attached to the history of the company, and it’s essential that they are written down.

She emphasizes that any business can benefit from having value clarity. Another of Laurie’s clients, not a family business, recently came to her without clearly established values. The start of their work together was to figure those out.

Top Down or Bottom Up

Laurie notes that a family board can be a really helpful method for families running a company together. This might be considered a “top down” system. She notes that these boards can include owners or higher level executives within the company in addition to family, but it is comprised heavily of family members. This board is in addition to an executive board, or advisory board. Family boards can help diffuse family tension and provide a forum for conversation.

On the other end, a “bottom up” approach may mean that family members start at the bottom of the business and work their way up. When it comes to family members working within the business, Laurie notes that it can’t be forced. If a family member doesn’t want a role or position, then it will never work.

Strengths, motivation, and fit are absolutely key “buckets”, in Laurie’s point of view.

A healthy succession means that a potential family member needs to have the necessary strengths, they need personal motivation and desire, and they must fit into the role that needs to be filled, which includes personality, organizational dynamics, and more.

Although any of those three buckets might not be 100% at the start, time can change and grow all things. Listen to the full episode to hear Laurie share about a family member who originally didn’t have great fit or motivation, but who later came to realize that running the business was his calling!

Family business or otherwise, healthy succession relies on the ability to create and transfer business value across time. Sometimes there is unnecessary drama and chaos because a business’s leaders don’t know who they would be outside of their company.Rather than let go and learn who they really are, they cling on in an attempt to retain a sense of self. This can be especially problematic in family run businesses, because there are the added pressures of the family name being attached to a certain way of being.

Create and Transfer Business Value

In the technology world, things move fast and the larger successful tech companies are comparatively new. There aren’t many multi-generational families who have been involved in the tech space, and even less with the ability to transfer business value!

Laurie notes that she got into digital marketing as a personal career pivot herself; it wasn’t her first path, as it wasn’t for many. As a result, she had an early look at what it means to have technology or tools, but no market. She also saw that start ups can appear really glossy from the outside, but can be really messy on the inside.

Because her role was connected to succession and going to market, she could see that internal mess was problematic. In another shift, Laurie moved into apparel retail at the start of the ecommerce boom. She considers that a corporate start up, in that it was an established company doing something brand new. Again, she was involved in structure, scaling, and marketing. Her career has allowed her to work with budgets of a hundred dollars, and a hundred million dollars.

As a result, Laurie knows how to assess a business and get to the root of what’s working and what is not. She has an eye for understanding fit, operational needs, and market, all while building value.

She also knows what it means to create and transfer business value. Rather than leave money on the table, Laurie helps businesses think through healthy succession based on the transfer of accrued value.

Now, Laurie loves working with small to medium privately owned companies in order to bring together a strategic planning process that creates momentum to move forward. When a team understands where they are going, they are aligned and empowered to grow. This brings a business to life; it’s creating the plan AND executing, which is key. (90% of strategies don’t get implemented….which renders them worthless!)

Listen in to Episode 93 to hear the full interview!

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

Navigating the M&A Industry

M&A navigation: compass leaning against wooden beam.

David DeVoe founded DeVoe & Company in 2011. The company supports wealth management companies with consulting, M&A industry guidance and valuation services. Since launch, they’ve assisted over 500 high-level companies. They were the most active investment bank for RIAs between $250MM and $3B in AUM in both 2018 and 2019. David’s previous positions include Schwab and American Express. David was named ‘RIA M&A Guru’ by Barron’s.

Interesting fact: David is my FIRST repeat guest! 90 shows ago, he was my first ever guest interview.

Early Deals (And Missed Opportunities)

David shares that, after starting a t-shirt business in college, he missed a deal opportunity. He had relationships with manufacturers and retail outlets, but when he transitioned he simply left the original business rather than selling it. I can share David’s pain here. I missed an early opportunity in deal-making as well when I didn’t sell a flyer delivery business I started at age 15. When I left for college two years later, I just gave it up. The issue? A lack of understanding enterprise value! I didn’t understand the financial power in contracts, cash flow, and existing infrastructure at the time.

As David matured, he realized that deal-making held huge potential for both business growth and relationship building. In fact, David had a meeting scheduled after this interview with a connection he made in his first ever deal he closed while running an M&A industry platform. That deal occurred over 17 years ago, and the connection is still serving both parties.

EP Wealth recently took on private equity, and as a result a reporter reached out to David. Why? Because about 17 years ago David’s second deal, while a part of Schwab, was connected to this company. By leveraging deals as a way of forming connections and creating relationships, David has come a long way since being the guy who missed his first deal-making opportunity.

M&A Industry Growth + Projections

The M&A industry is a complex field! 2019 was a healthy year in the RIA industry, and David would love to see that repeated in the future. In 2019, the field had about 30% deal growth. Overall it was in a good place, exhibiting strong and steady growth.

However, David notes that this industry will have hundreds and hundreds of advisors selling in the next couple years. This is partially because the average owner age is 62 years old. (The average adviser age is 53.) However, out of about 10,000 firms, only 30% have written succession plans.

With these numbers, David believes we should be seeing 300 transactions per year. Instead, we hardly see 100. With each year we don’t see a full 300, we see an increase in the backlog of transactions that will need to occur in the future. David would rather see a 30% year after year trajectory, rather than a flatline followed by a massive spike that overwhelms buying power.
I do note that everyone in the industry has expected more deals, faster. Listen in to the full show to hear David’s thoughts on that, as well as the extended age of retirement.

M&A Engagement Trends + Covid 19

David’s noticed that recently, advisors have been engaging with M&A not only as a retirement play, but as a scale play. Folks are realizing that the game continues to change, and are interested in perhaps becoming part of a mega-firm rather than staying smaller and growing more slowly.

Prior to Covid 19, David notes that January 2020 was an all time high of monthly activity. The year started with a bang! This was driven by valuations being at an all time high. Profitability and growth were unlocked, and everything was full steam ahead.

Deals began dropping, from an all time high to less than 50%, in February. By March, Covid’s impact was in full effect. David delineates a 3-phase process that the industry is moving through as a result. (For more numbers, I recommend the DeVoe RIA M&A Deal Books!)

Phase 1: Deals are getting done if they were already established or moving through the pipeline. Advisor’s are starting to look ahead a bit.

Phase 2: An overall lull of activity and a decrease in the initiation of new deals. Firms under a billion really slowed down; firms over one billion actually increased. Overall, this phase created a 4 month lull.

Phase 3: A surge of activity is common here, and is what we’re currently seeing. Many firms are back on track; David notes his firm had a record setting Q3. The surge from early in the year seems to be back, and ideally will be a V curve.

Covid is real, and is impacting deals and even as they pick back up deal structures. However, the market continues forward. David hopes the COVID 19 experience will inspire advisors and firm owners to mitigate risk by creating succession plans now that risks have unfortunately become all too real for some.

Next Generation Talent & Succession

Sometimes advisory firms don’t want to take a hard look for that upcoming talent in the next generation. This can be because they already have the sense that they don’t have the talent in place. On the other hand, sometimes they’ve waited too long, and they’ve reached a point where the firm’s size indicates an internal succession won’t be fiscally possible.

David’s question: If that’s the case, now what? If there isn’t someone in house who can afford a take over, what options does an advisory firm have?

A recent survey showed that 57% of advisors say that if they had to transfer ownership to G2 today, it would be bumpy at best. Many firms reported they don’t have a strong enough second generation in place to even consider that a feasible option. Only 10% said this transfer could lead to the company being run as well or better.

This could indicate firms can’t look within; however, David does encourage advisory firms to strongly consider the next generation when possible. He notes that this is a professional industry. Firms need to consider how they can train up leaders, and how they can migrate some responsibility so that the next generation WILL be capable of taking over. He also notes that this is beneficial for your clients. They want to know who will run their accounts, and they have more peace when they understand you have a viable succession plan in place.

Human Capital & Thoughts on the Future

Devoe & Company has been creating programs, like their coaching accelerator, to provide coaching and guidance to advisors. David finds that human capital is key to growth, and is passionate about providing ways for advisors to grow in their ability in order to strengthen the industry as a whole.

Because M&A is a dynamic industry, David expects to see additional activity and continued growth. Eventually, he expects to see the numbers return to around 30% growth per year. He also expects to see the emergence of mega-firms with private equity backing that will increase creativity within the field.

This will likely create diversion and diversification, which David expects to lead to greater value being offered to clients. David does note that the small, medium, and large will continue to exist, and expects to see growth on all fronts. This also includes the use of technology to drive growth directly, as well as to aid in creative delivery and data usage. The application of technology and intelligence will only increase, and those in the field should expect dynamic changes as time progresses.

To hear more about trends, listen in 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 Deal-Making Authentic Leadership Authentic Negotiating Deal-Driven Growth

DealQuest’s BEST OF: Company Founders

company founders

This week I’m pleased to bring you another round-up of the BEST OF DealQuest guests. Our category is Company Founders. You’ll hear from Niles Heron, Julia Pimsleur, Brian Smith, Damon Gersh, and Chris Wilkerson! If you’ve been a founder, are currently a founder, or would like to be a company founder one day, this one’s for you!

The Need for Organic Growth: Niles Heron

Niles Heron is the Co-Founder and Chief Strategy Officer at Popdog. This is a technology and services company focused on fixing core problems in the esports and live streaming industry. He firmly believes that entrepreneurship is about building good systems. For Niles, this means solving problems at scale. His work has taken him from Detroit to San Francisco and back to Detroit. He’s worked with companies in biotech, automotive, aerospace, technology, and entertainment.

Niles has an incredible perspective. He’s one of those guests who demonstrates that he truly understands what it takes to create a business that actually has traction. In addition, he truly gets how you can leverage that traction through deals. On the show, Niles really gets to the heart of what it means to show up fully in your business and engineer deals that take things to the next level.

You can listen to a snippet of his interview on this week’s Company Founders BEST OF episode. Or, you can listen to our full interview on Episode 33 of the DealQuest Podcast!

Million Dollar Women: Julia Pimsleur 

Julia Pimsleur is Founder & Chief Empowerista at the social venture Million Dollar Women (MDW). During her nine years as CEO, Pimsleur raised angel and venture capital to succeed. It was then that she discovered fewer than 3% of all women entrepreneurs reach $1M. Additionally, less than 4% of venture capital is invested in female founders. To help change those stats, she teaches women how to fundraise. This led to her authoring the best-seller, Million Dollar Women​: The Essential Guide for Female Founders Who Want to Go Big.

Julia shares that her current work is directly tied to her early experience as a founder. She had been exhausted and burnt out as a business owner and parent. After some time, she realized she desperately needed a new way of running things. She took what she learned, and turned it into an organization that empowers women to stop being solo octo-preneurs (with 8 arms going in every direction). Instead, she teaches them how to truly become empowered entrepreneurs. Her episode is a reminder you don’t need to be a huge company with large revenue numbers to make meaningful deals. Instead, you can grow your business from exactly where you are now!

You can listen to a snippet of her interview on this week’s Company Founders BEST OF episode to hear more, including an early deal Julia made with PBS that created a 6 figure sales difference! You can also listen to our full interview on Episode 34 of the DealQuest Podcast.

The Founder of UGG Boots: Brian Smith

Brian Smith has charted his own course to become one of the great entrepreneurial success stories of our time. In 1978, he imported six pairs of sheepskin boots from Australia. At the time, he had a dream to build a business where every American would eventually be wearing the product. And that’s how one of the world’s most recognizable brands began. Since then, sales of UGG products have exceeded a billion dollars in each of the past six years.

Brian shares how his own enthusiasm for his work garnered an early $20,000 investment (with no business plan or fancy pitch deck!). That early cash infusion is what helped the company get started. He also notes that UGG took years to take off. (For some reason, as many California retailers didn’t see the need for a sheepskin product!) Year one of sales only saw 28 pairs off the shelf, with retail buyers he had been counting on ultimately  turning the product down. 

By year three capital had run out, and sales were only at 20,000. After a beer with a friend, Brian recognized he had a messaging problem. By changing his marketing message, sales skyrocketed to 200,000 within a year. That marketing revamp turned everything around. (It also ran the company out of money — a whole new problem!)

You can listen to a snippet of his interview on this week’s Company Founders BEST OF episode. You can also choose to listen to our full interview on Episode 8 of the DealQuest Podcast!

Identifying Your Industry’s Choke Point: Damon Gersh

Damon Gersh is the President and CEO of Maxons Restorations, Inc., an innovative leader in the property damage restoration industry. Damon is a winner of the Ernst & Young Entrepreneur of the Year Award, the Fast Company Award for Leadership, and Inc. 500 and Inc. 5000 awards. Damon is also a Past President of the Entrepreneurs’ Organization New York City Chapter, the co-founder of the Gathering of Titans annual entrepreneurial conclave, and the co-founder and Past President of Restoration Affiliates, LLC.

He wants to know: do you know the “choke point” in your business? By identifying the restoration industry choke point, Damon was able to transform his market and take his business to the next level. He was also skilled at garnering loyalty and thinking BIG about how to lock up the labor market. As a result, he figured out how to make sure his firm got the job…even if they were technically the “second call” on new labor needs.

You can listen to a snippet of his interview on this week’s Company Founders BEST OF episode, or you can listen to our full interview on Episode 25 of the DealQuest Podcast!

Lifestyle By Design: Chris Wilkerson

Chris Wilkerson is the Founder and CEO of High Bar Capital, which specializes in funding, acquisition, and management of high-quality businesses in niche markets. It’s all done with the goal of growing businesses while also increasing their value. 

Chris shares important lessons he learned while doing deals of his own, and he offers specific scenarios and strategies that highlight why it is important to know who you’re dealing with and what they truly want. Part of this is understanding what the “other” side wants. It’s not enough to just know what works for you. You have to consider the desire on both sides of the aisle!

The ability to create a positive impact on everyone involved in a deal is his top priority when evaluating whether a deal is worthwhile. This also means considering his employees, his clients, and his family. Part of being an entrepreneur is creating the lifestyle that he desires. He shares his wife and himself call this their “lifestyle by design”, which involves considering long term deal impacts, which goes beyond just financial implications.

You can listen to a snippet of his interview on this week’s Company Founders BEST OF episode, or you can listen to our full interview on Episode 22 of the DealQuest Podcast!

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 Deal-Driven Growth

A Capital Raising Journey

capital raising

Sherisse Hawkins is a multi-talented builder, learner, risk taker, motivator, rainmaker, and speaker. She has a strong engineering background. Beyond that, she is the creative minded CEO & founder of Pagedip. Sherisse also has a proven record of meeting impossible deadlines, delighting customers, and re-imagining how things can be done. She believes anything is possible in the digital world, and is passionate about driving innovative content. She’s appeared in Vanity Fair and on Shark Tank. In this interview she shares more about her capital raising journey and other business experiences.

Early Deal-Making Experiences

Sherisse notes that she didn’t think of deals or deal-making until she became an entrepreneur. In her earlier work experience she had thought of decisions and deals pertaining to technology usage as being more technical. You examined which systems were most sound and used those. Pretty clear cut!

Moving into the entrepreneurial world and becoming a founder & CEO revealed how many other factors come into play. There are so many factors beyond “by the book” choices. Even when dealing with the objective facts of technology and science, things weren’t as clear as they had once seemed.

Becoming an Entrepreneur 

Not everyone is cut out for entrepreneurship. This isn’t just about having the dream, or being financially set up for success. Instead, there is a necessary personal mindset shift that must be experienced. This shift is what allows some people to make entrepreneurship a reality. 

Having worked in very large organizations, such as Walt Disney Imagineers, Sherisse hadn’t had the experience of working in a small company prior to starting her own. She understood that there were going to be financial risks. But she also knew there were going to be risks of not following her dream. She recognized that she liked starting things, and enjoyed getting things into the state they needed to be. That might be connected to her engineering background.

Sherisse shared that, throughout her life, she’s found that it’s intensely satisfying to take things apart and put them back together. There is a sense of exhilaration when a set of code works, or something comes together for the first time.

She found that same exhilaration in entrepreneurship. Although she had a great title, a corner office, and a bonus system at her role, she had a pull within her heart. She knew she could not deny the call to entrepreneurship. The field of communication and the development of digital tools held huge potential, and Sherisse knew she could make an impact. Finally, she took the leap.

You often hear of people in their young 20’s and even late teens starting companies and becoming millionaires. However, the average entrepreneur starts their business in the 30’s, 40’s, and later. There is no real time in life that it’s too early OR too late to become an entrepreneur.

Seeking a Co-Founder 

With Pagedip, Sherisse shares that she feels they’ve created what Microsoft Word might have been if they had created a word processor in the time of the internet. Essentially, they’ve created an editor that allows the user to marry core content with other elements. This combination creates a narrative flow that compels the reader to actually use the content you create. (Unlike traditional documents or PowerPoints!) Additional information can be added into what you’re sharing, all while allowing readers to stay on one page. 

As a result, materials can be kept up to date. Analytics are possible, so you can see where readers spend the most time, and which addition information mattered to them. Best of all, everything can live in one place. Pagedips are interact-able, measurable, engaging, and secure documents that create experiences for their users.

In terms of raising capital, Sherisse shares that she initially started the company with her own money. She was hoping for a technical co-founder, but had a bit of trouble finding the perfect person. Many of her peers didn’t want to take the risk. Eventually, she found a new graduate who seemed like a good fit.

Shortly after, they headed to an accelerator in Australia to get things moving! (She learned of this from Jen Matthews, who she had connected with after hearing her speak.) With her co-founder, she was able to further incubate the idea and started to understand the role capital raising could play in getting the organization off the ground. Sherisse sees that bootstrapping likely makes sense in some instances. For Pagedip, however, it was clear that bringing in outside capital made the most sense.

Notes on Capital Raising

After their first pitch, there were a number of investors interested in their idea. Not surprisingly, since that initial pitch, Pagedips has pivoted, as most businesses do. That initial interest was a great early start!

Sherisse shares that if she had known everything she knew about how difficult fundraising can be, she might not have taken the leap. (So she’s glad she didn’t know!) Raising money can be really hard. It’s made even more difficult for women and people of color. When she looks back at those early experiences now, she sees that the data supports the experience she had.

The company has now had two rounds of seed investments. Sherisse notes that fundraising takes longer than you think. It really is a full time job. There is a tension between wanting to move the company forward and invest time there, and needing to devote a huge amount of time to actually fundraising.

Along the way she’s had feedback that the company is thinking too small. Some investors have said they should be aiming to be much bigger and larger. She’s also gotten feedback that the idea is too big. This advice is usually paired with a warning that they need to think more reasonably. Between the two, “too small” is most common. Investors want to invest in something that will earn them back the largest possible dividend. That means more income, more markets, and larger numbers. It means casting a bigger vision with more dollar signs.

Want to hear about Sherisse’s appearance on Shark Tank? Curious as to why many companies DON’T need to seek investors? Listen in to the full episode!

Capital Raising as a Woman, a Person of Color, and Engineer

Sherisse shares that she approached this journey as an entrepreneur, a woman, and a person of color. Those identities came into play throughout her business building and fundraising journey. Although you cannot know what your experience would be if you did not possess those identities, she did feel that there were still some stereotypes. This was especially true about what technologists and professionals in the space were expected to look like.

She knew that her company was changing how people would experience information sharing forevermore. That’s a bold statement and huge undertaking! In a five minute pitch for that level of technology, there’s not time to dig into your background, prowess, and ability to pull that off. (And still share about the actual idea you’re presenting).

You don’t have the opportunity to share about the relevant experience you’ve had throughout your 20+ year career. You don’t have time to combat stereotypes AND establish your ability to succeed with a new venture.

Somehow you have to find ways to convey that experience and expertise. You can do this through non-verbal communication to save time. In addition, Sherisse noted that it was essential to bring that background to the forefront. Sometimes that did mean spending a bit more time on those areas than others who more apparently fit the funded founder check-boxes might need to. (Which also means less time to spend on pitching the actual idea itself.)

Sherisse found it was vital that she was able to own the fact that she is a technologist and a visionary in her field. That ownership was a key element in her ability to create a compelling pitch with confidence.

Studies have shown that perceptions about gender and race create huge assumptions about a person’s ability and capability. Everything from music auditions (read about the impact of blind orchestra auditions here), being considered for a Ph.D. program  (read about the impact of name and gender here), to the weight that GPA, professional experience, race, and gender play in hiring (read about the impact of these and other factors here) can be impacted by a person’s perceived race and gender. Appearance can immediately play a role in whether you can even secure the opportunity to show what you’re capable of. (Not only “can”….studies show that it most definitely DOES.)

Personal Growth and the Internal Journey

Sherisse shares that she is tenacious to a fault. Something she’s grappled with in her journey is when (and if) there is a time to say, “This is enough.” She hasn’t found that place yet! Instead, she keeps on pushing forward and growing.

One thing that fuels her is the belief that if you can see it, you can be it. She knows that there aren’t a lot of women, or women of color, within her field. Years ago, Vanity Fair brought Sherisse, as well as other women of color who had raised over a million dollars in capital, together in one place. They all fit in a really small room. There just weren’t that many people in those categories to invite! As someone who knows what it is to be one of the first, Sherisse notes there can be a lot of doubt about what is possible.

She also shares that she would be remiss not to mention that there IS a little part of her brain always processing what is possible in our time and within her industry. There aren’t a lot of people who look like her who have experienced a large amount of success in her industry. That’s a big undertaking, and an interesting journey!

In general, founders raising capital are a small group of entrepreneurs. Capital raising and making over a million dollars, an even smaller group. Among these small groups, white men continue to make up a majority. This means we still have this picture of representation that validates that we belong in the space, and that we can succeed.

As someone who has benefited from some of those privileges and has been committed to use that privilege to promote equity, provide opportunities and stand for representation of people of all backgrounds, I appreciate Sherisse sharing her journey with authenticity. Her commitment and drive to overcome the challenges of not fitting the mold and breakthrough and reshape the mold for her own benefit and that of others inspires me. 

Learn More

To learn more about Sherisse, Pagedip, and the capital raising journey, listen in the full episode! You can connect with Sherisse directly by emailing sherisse@pagedip.com.

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 Negotiating Deal-Driven Growth

Deal-Making Lessons

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 Deal-Driven Growth

Unique, Revenue Generating Deals

Unique, Revenue Generating Deals with Noah Rosenfarb

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!

 

Categories
Authentic Deal-Making Deal-Driven Growth

Seed Stage Venture Capital Funds

Venture capital: seedling growing from a glass flower pot filled with American coins

Today’s guest, Nick Adams, has a background in tech companies and deal-making. Now he’s a Managing Partner and co-founder at Differential Ventures, a seed stage venture capital fund. His group invests early in the process, which gives him a bird’s eye view of mistakes and innovations in the field. In addition, Nick’s been part of growth and deals connected to scaling from two million to ten, or ten million to twenty-five. He’s seen how deals and decision making can make or break a business.

Getting Into Venture Capital

Nick shares that, as a kid, he wanted to be a major league baseball shortstop. Although he did play ball throughout college, his career ended there. At age 22 he played his last official game, and moved on with his future.

One of Nick’s earliest memorable deals involved early software sales. He remembers closing the deal with the A&P supermarket chain and being elated. Now he’s in the venture capital field. His focus is in investing in companies in their earliest stages. This is usually a step beyond “idea stages”, but pre-revenue.

Often when companies raise money, early rounds include family and friends. This is also where angel investors might get involved. After this you’ll find seed stage investors, followed by series B, C, D and so on until fundraising is done or the company is placed on the market for public buy ins.

Differential Ventures often comes in with investments between $250,000 and 1.2 million as part of a seed room. In exchange they usually receive a board seat, and work with founders to build out the company. This involves everything from product development to finding those first few customers. Nick finds that each company’s needs vary greatly. Often, his team tends to pick up more technically based founders, so one thing they look for is whether there is going to be an ability for the founder or founding team to build a product all the way out to being saleable.

To learn which is more essential: team, technology, or market, listen to the full episode!

Do Venture Capitalists Eliminate Founders?

Nick notes that his sort of venture capital work isn’t for everyone. First and foremost, founders need to have an awareness of whether their company warrants outside investment at a higher level, as well as what that sort of increase in funds will mean for their organizations. Out of curiosity, I asked him to share more about what happens when VC money comes in, and founders get pushed out.

In my experience, founders and CEOs who leave their companies after investments are granted are usually looked on favorably. The public seems ready to take their side, and venture capitalists can end up looking like the “bad guys”. Although Nick acknowledges that things do go wildly sideways sometimes, that tends to be the exception, not the rule.

He does share that sometimes founders get pushed out, but this can happen for a variety of reasons. Timing, personality, growth needs, or even a founder no longer wanting to be part of the deal. Sometimes technical founders loved creating and building, but have little desire to take on a CEO role. In that case, they may initiate their own transition. However, it’s rare for a VC to come into a business and actually force a founder or CEO out of their role.

In his opinion, Nick finds that most VC’s are pretty good actors. Their funding and outcomes are very much attached to a start-ups success and needs. There are long holding periods, things move slow, and there is a strenuous process involved in really making a profit. In fact, he finds that angel investors can sometimes put more pressure on a young business simply because they don’t understand the nature of the slow game that investing can be.

Is Venture Capital Funding For You?

The percentage of companies that are really right for VC funding is small. For one thing, they need to be ready for massive growth, and to take the market by storm. For another, they should actually need the money as an avenue for growth.

Nick shares that he recently had a potential client who shared that he wouldn’t be bothered with an early exit from the fund if taken on. The rejoinder: Nick knew immediately his company wasn’t interested. In order for VC funding to make sense, there needs to be a large return that can pay off investors and create profit. Although the potential client was shocked to be turned down so quickly, Nicks’ been in VC funding long enough to know that short term thinking doesn’t work well.

He also knows that this kind of long term, high dollar deal isn’t for everybody. Neither is venture capital funding! Unlike angel investors (who are using their own money), a fund mathematically requires a high return to pay back each party involved.

The Ideal Founder

If you’re considering approaching a venture capital fund, Nick suggests that the best founding teams combine leaders who have:

+ Strong technical differential and skills (academic background, work history, etc)
+ Entrepreneurial by nature
+ Experience working with both engineers/creators and customers
+ Product management ability

In addition, Nick shares that their best founders who seem to be most successful are usually in it for some reason larger than just “being” a founder. They often have some deep sense of obligation to a family member, friend, community, or other group that they want to prove themselves to. When someone has believed in you and invested in you, you’re highly motivated to make good in their name.

Having a deeper drive and purpose is a key part of pushing through hardship and delivering the best possible outcome. This is true for any entrepreneurial group, but especially so for founders who want to bring on venture capital funds!

There is a risk calculation here: how far are you willing to go to bring your idea to life? Depending on your savings, your family’s needs, and your ability to handle risk, your answer might be quite different from someone else’s. There are no wrong answers, but it’s vital that you’re honest with yourself about what those answers are for you.

Nick encourages founders to establish the amount of risk they’re willing and able to take on for themselves prior to seeking funding.

Venture Capital Funding and Covid-19

Nick shares that he believes there has been too much capital in too many startups across the market. Leading up to February, the market was fairly overheated, and it contained a number of startups and investors who probably didn’t belong in the market for the long haul.

When Covid-19 broke out and businesses started to close, a great deal of capital either froze or dried up. After a slow March and April and a brutal adjustment period, Nick has seen changes taking place. They completed their first completely remote deal in which they hadn’t known the founder in any capacity beforehand at the end of June.

They negotiated the terms sheet at 6pm, and the founder’s 6-year old was present for the end of the call, staring into the Zoom screen and watching the proceedings. The market is still moving along, and Nick is optimistic about the direction it’s taking.

You can connect with Nick by emailing him at nick@differential.vc. He encourages you to be able to succinctly communicate:

What are you doing?
Why is it important?
Why are you uniquely qualified?
What proof points do you have?

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 Deal-Driven Growth

Business Partnerships Deals

Business partnership

Today we’re diving into business partnerships! Many businesses have more than one owner; you can spread the risk, add expertise, double your network, and share necessary tasks. It makes sense!  Adding a partner, however, isn’t as easy as just signing someone new on. From business issues to legal structuring, we’ll talk about the important things you need to know!

Fundamental Business Partnership Considerations

Business partnerships often arise when a new company starts. They might also arise when a new partner joins an existing business owner within their company, or when multiple businesses comes together.

However your partnership starts out, there are a few fundamental “buckets” you’ll want to consider.

Bucket #1 – Decision Making & Control

Who makes the decisions on what kind of things? Who has voting rights?

There are various levels of decisions that occur in any business. There will be distinctions within the partnership for who is in charge of what. For day to day decisions, there is often minimal documentation. Partners usually have tacit agreements about areas of oversight in order to keep things moving.

Once we branch into larger areas, however, clarity becomes key. Imagine one partner is a ⅔ owner and is a ⅓ owner. Does the larger majority holder automatically control all decisions? Do they have the final say? If no agreement has otherwise been made, this will be the default setting. (Possibly with a couple of exceptions under state law.) Alternatively, you may have a supermajority or unanimity requirement. That would impede a majority owner from making decisions without a minority owner’s approval.

Questions of selling equity, hiring/firing key employees, incurring debt or acquiring other companies?

You need to be aware if one partner has more decision making power than the other. All parties within the business partnership should have clarity around the level of decision making control they have.

I provide my clients with a list of extraordinary transactions for the business partners to review as they consider business partnerships. These transactions include large decisions like bringing on new partners, spending a certain amount of money, or otherwise making larger decisions. It’s crucial for business partners to get clarity on these matters from the get go!

Additionally, you’ll want to consider equity. Will everyone in the entity have the same class of equity? It’s not uncommon to create an A Class for founders, and a B Class for others buying in later. However, there are so many equity and capital structure variations that they need to be tailored to your specific needs and desires. Keep in mind that this is something that must be decided and created, not something that automatically happens.

Bucket #2 – Economics & Cash Flow

Who holds the purse strings? How does the money flow?

Just because someone holds a certain percentage of a business does not mean they are entitled to that percentage of the split. (If three people own a company, it is not a given that compensation must be split into even thirds.)

For instance, within a business partnership there may be a consideration given for services or contributions in addition to ownership. Whether this is paid as a salary, as a guaranteed payment, or as an additional distribution, it is important to understand how each member of a business partnership will be compensated for their role in the company.

Will the compensation element be directly tied to ownership elements? Or are there other factors that may be just as important, if not more so?

It’s much better to gain cash flow and economic understandings from the outset, rather than assume that others are in agreement and find out later that there are resentments and confusion.

Bucket #3 – What ifs?

What if someone dies or becomes permanently disabled? If someone retires? What if someone wants to leave the business? 

One important decision you should make within your business partnership is what will happen if a partner passes during their time as an owner.

If a partner dies and there is no written agreement, their share of the company will pass to their next beneficiary from their will. This could be a spouse, child, or relative. In an instant, your business could have a new business partner who, very likely, knows nothing about the business. For this reason, buy/sell provisions should be included in the operating or shareholders’ agreement for the business partnership protect the other living partner/partners from being forced into a business partnership in which they did not intend to be.

A buy/sell gives partners the right and ability to retain equity by purchasing it from the deceased’s estate. This is a powerful form of protection that can prevent a company from moving into the hands of an unintended party. It’s also a gift to the family, who is able to monetize their ownership and be compensated for their family member’s role. Ideally the estate or family receives fair compensation, and it’s a win/win for both parties.

In terms of being able to buy those shares back, we most often recommend a term life insurance policy that has been set up as a cross purchase. As a funding vehicle it won’t hurt the company’s cash flow, and allows partners to quickly compensate the family and retain shares via a buyback.

To hear more about how disability insurance can come into play, listen to the full episode.

Additionally, you’ll want to consider retirement expectations. Along with retirement criteria, you should discuss potential non-compete/non-solicit agreements. These would come into play if a partner leaves without retiring.

If a partner were to leave, what would happen with their clients? Is there a way to divide the business if members want to dissolve the partnership at some point? Are there buyout provisions in place?

The truth is, there are a lot of decisions to make when it comes to business partnerships. There are too many nuances to just pull a pre-formatted agreement off the internet. You can’t just use the one your friend used for their company. Like with the old Fram oil filter commercial: you can pay your attorney and other professionals now, or you can pay them much more later. That’s what happens when things weren’t done right the first time around. You end up having to clean them up or deal with a dispute.

Listen to the full episode on business partnerships 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 Deal-Making Authentic Leadership Authentic Negotiating Deal-Driven Growth

A Deal-Maker’s Paradigm Shift

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!