Tag: business negotiations

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Authentic Deal-Making Authentic Negotiating Deal-Driven Growth

Acquisitions and Exits

brick wall with blue exit side and pictures of white stairs: Acquisitions and Exits

When Jessica Fialkovich sold her first business a decade ago, she had no idea where to start. Fortunately, she was able to exit successfully and then buy her next business. For almost ten years, she has built the fastest growing and most successful business brokerage firm in the U.S. But she also realized that business owners that came to her firm to sell were often not prepared. Although thousands of experts will teach you how to start a business and how to grow one — very few will teach you how to sell. So she decided to pull back the curtain about how the business sales process works and give buyers and sellers the tools to successfully (and profitability) complete transactions, including acquisitions and exits.

Jessica is passionate about small business and the entrepreneur community, and holds board positions for Entrepreneur’s Organization and The Fight Back Foundation. Over the past 7 years, her team has completed $250 million+ in transactions. This includes working directly with over 1,500 business owners, being involved with 350+ deals, and giving over 10,000 entrepreneurs guidance about buying and selling businesses

Early Aspirations

Jessica grew up on a horse farm, and dreamed of being a large animal veterinarian. After experiencing blood, however, she realized she didn’t want to go into a career that involved surgery.

Eventually, she moved on to an early high school job as a telemarketer at a gym. She was able to close a few memberships, and was proud of her success. (She also remembers how scary sales felt to her at the tie!) Those are some of the first deals that Jessica remembers donig. It reminded me of some of my early deals with gyms. When they first moved to a 30-day subscription model, some people thought it was ludicrous. After all, they had previously had people locked into annual contracts!

It was a great move, however, because people were more open to entering into a contract that they felt they could end if needed….and hopeful enough about their habit changes that they would tend to maintain the membership anyhow!

Lessons Learned

Jessica started her first business in 2009, which was mid-recession. Her and her husband had seen friends do well with wine, and they decided to open a wine tasting bar in Naples, Florida.

They quickly got into luxury wine dealing, including bottles that sold for $25,000 each. In addition to being a great business, they got into at the right time. As online wine buying started to take off, they decided to close their physically located business and relocate to Colorado.

When she started asking around about how to sell a business, she was only able to find one person to guide them through it. Although it was a great deal (60 days, all cash, 2 weeks of training), Jessica also felt that she had done a lot of the leg work. The broker wasn’t that involved, and a lot of the process steps, like due diligence, fell to her.

A Whole New Industry

The experience showed Jessica that there was an entire industry that was going largely untapped and unnoticed. 

After all the work to start, launch, and grow businesses (things there was plenty of support for in the market), there was little guidance for how to exit one well. No one seemed to be talking about it, which piqued Jessica’s interest.

Upon moving to Colorado, they launched their business brokerage firm there. In the process, Jessica decided to pull back the curtain about how the business sales process works. Her desire was to give buyers and sellers the tools to successfully (and profitability) complete a transaction. 

I’ve seen this as well; too often, we’re not taught how to create enterprise value and position ourselves for a strong close.

Business Brokerage Market Research

In the process of doing her market research, Jessica found that the acquisitions and exits process always tended to be similar, but the experience could vary widely. She wanted to bring support and assistance to every level. After all, many business owner’s retirement was tied up in the sale of their business.

Jessica set out to deliver investment banking level services for small businesses. One way this was accomplished was by providing their brokers with a whole back office team, including buyer reps and other resources. This team approach was designed to offer the ultimate support and comprehensive services.

One reason that services had tended to lack in this industry is that larger deals are more lucrative for brokerage firms. 

When the deals and organizations involved are smaller, Jessica shares that they have to be much more process oriented so that they can close more deals than a larger firm would. Last year, in fact, they closed over one hundred! One positive thing about this business model is that their risk is much more diversified.

Working at that scale also means that processes are key.The back office and admin team allow the brokerage team to do more deals, while still providing highly personalized services.

Starting as a Franchisee

When they got started with the brokerage, there was a defunct office in Colorado that they acquired. Their growth continued as a result of ongoing acquisitions. Eventually, it led to offices in Dallas and Vegas.

Jessica notes that the franchise’s owner had a very similar outlook in terms of where the industry was going. In addition, he emphasized process and resource pools as well. Being able to work with offices across the country has helped Jessica and her team access necessary resources and continue to position themselves well in the current marketplace. 

Scaling and fast growth have been beneficial outcomes that have resulted from the systems and expertise of the network as well. Jessica notes that, whatever deal comes up, she knows there is something in her network that will be able to offer guidance if she wants extra support.

Once you understand how to operate a business within an industry, deal-flow naturally comes to you. Jessica notices that many opportunities have come to them as a result of their reputations as top-performing franchise owners.

A Tale of Two Markets

After the last year and a half of chaos and pivots, Jessica feels that she’s seeing two markets emerge.

On the one hand, it’s a buyers market in many regards. In terms of picking up second and third markets, or breaking into an industry, well positioned buyers are making gains. Because of low performances over the last 18 months, many industries are more accessible than ever. A deal that would normally cost hundreds of thousands of dollars for a buyer could happen today for fifty.

Alternately, industries that remained stable or performed well during the last 18 months are in a seller’s market. There is a lot of money being poured into garnering deals in industries that have proven to work. Lending has also  been more available than it sometimes is, which allows sellers to walk away with much more cash than normal.

In terms of industry, Jessica notes that the winners and losers have been very clearly defined due to the current economy. 

To hear more about her thoughts on acquisitions and exits, as well as on today’s market, listen in today!

 

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. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

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

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Authentic Deal-Making Authentic Negotiating Deal-Driven Growth

Wealth Management & Deal-Making

wealth management: a bar graph made from parts of a dollar bill, trending upwards

Peter Nesvold is a lawyer, CFA and CPA by background. He’s also a multi-disciplinary finance executive with 20+ years of Wall Street experience. Now, Peter is the Founder and Managing Partner of Nesvold Capital Partners (NCP). This merchant bank that specializes in the asset and wealth management industries.

He’s come a long way from his early start on the farm! Listen in to our full interview here.

Getting Started

Early in his life, Peter remembers being on a date with a girl who asked what he wanted to be when he grew up. At the time, he said he wanted to be an accountant, a stock broker, or a lawyer. Although he didn’t fully know what those professions were, or what people did, he knew that was the direction he was headed.

Later, Peter got his start in the industry as a sell-side equity research analyst. Eventually, he rose to Senior Managing Director at Bear Stearns, a fete he accomplished in less than six years. Over the course of his sell-side career, Peter covered more than 50 companies and ranked in StarMine’s “Best Analysts” poll across three industries. This versatility carried over to Peter’s role as a portfolio manager/analyst at Lazard Asset Management, where he was one of three managers of the firm’s SMid-cap product. During his tenure, the team grew AUM more than ten-fold and earned Morningstar’s coveted “five-star” rating.

The first deal of significance that he remembers making was between WorldCom and NCI Communications. It was his first day of his career as an attorney, and he was starting out in a mergers and acquisitions group. As he was getting dressed in the morning, he saw a newsflash about WorldCom offering a hostile bid regarding taking over NCI. When he got to work, the partner in charge of the British telecom account came bursting in. He had just gotten a whiff of the hostile bid, and Peter was able to offer valuable information in the moment. (Listen in to hear how that bit of intel got him on board with his first big deal, and what he learned about international deals.)

A Developing Career

In 2013, Peter became Managing Director and COO of Silver Lane Advisors. This premier investment banking boutique specialized in the asset and wealth management industries. In this role, Peter managed business development and institutionalized the firm’s business practices. This was all to support its exponential growth (i.e., revenues grew six-fold in seven years, firm was ranked #1 by deal volume in its vertical). In April 2019, Raymond James acquired Silver Lane. This move allowed Peter to become COO of Financial Services Investment Banking, where he helped to manage approximately 56 investment bankers in seven cities across four subverticals. That includes: banks, insurance, specialty finance and asset/wealth management. He departed in May 2020 to launch NCP.

Something Peter noticed while directing at Silver Lane was the pressure to increasingly go upmarket. They got to a point where the minimum deal side was at $750,000 in terms of fees. The ROI’s needing most assistance seemed to be hovering between two million and five hundred million in assets. That just wasn’t exactly who Peter most wanted to work with. Selling to Raymond James allowed him to return to focusing on owner/operators and entrepreneurs, along with other smaller entities he was more passionate about serving.

Now, Peter looks for firms that are trying to go through institutional change. Although their practice may be successful, they are often struggling to leverage it into being a real business. Although he has a huge amount of respect for the street-fighting mentality it takes to start a business, Peter has also seen how that can become a hindrance in terms of building the institution that enables you to scale into the higher millions and billions. 

Taking It To the Next Level

His own entrepreneurial cycle, from startup to exit to starting a new business all over again, enables Peter to come alongside these business owners with a great deal of experience and understanding.

This jump is a huge hurdle to navigate! That’s why there are so many books, podcasts, and other resources designed to speak to this change. From transitioning from organic growth only, to building infrastructure, creating systems, and generating deals: growth comes with major changes.

Peter notes that firms moving from the 750,000 mark to that next level of income generation are deeply impacted by two factors. These are the people and the culture. Want to make major shifts? The people on your team and the culture you’ve created in your business are determining factors in how far you can go.

The amount of time you are able to personally leverage is directly connected to the talent and culture you’ve attracted into your business. Problems on either of those levels require large amounts of time and energy that could otherwise be going into building your business.

Listen in to learn more about how Peter views this, along with issues of recruiting and growth.

Reinvesting for Growth

In a small practice, it’s important (and common) to focus on recruiting nimble people who can wear many hats. After all, you need your team to be able to take on many challenges. However, as the business grows, you need to start compartmentalizing some of these responsibilities and needs.

This is expensive.

You can’t hire “half” a marketing person, or any other speciality. As you start to unbundle the roles you had enmeshed in the beginning, expenses begin to increase. This is challenging, and requires a commitment to investing back into your business.

As you’ve grown and become more profitable, you eventually reach a plateau that almost requires you to take a “hit’. You might see a temporary decrease in terms of profitability and profit margins. This is necessary so that you can prepare for that next level of growth. Sometimes there is a lag here before growth accelerates; however, if you didn’t do it right, it can also signal even larger problems.

Peter calls this the “valley of death”. It can be stressful. However, he notes that passing through this and coming out on the other side is where you find the true rewards.

Listen in to the full show to hear more about Peter’s thoughts on growth, profit, and deal-making!

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. He is deeply 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

Your Primal Brain & Deal-Making

Primal Brain: 5 people depicting evolutionary growth

Tim Ash is an international keynote speaker on evolutionary psychology and digital marketing. He’s also a thought leader, marketing trainer, and founder of strategic conversion rate optimization agency SiteTuners. Tim has written multiple books, and is the bestselling author of Landing Page Optimization: The Definitive Guide to Testing and Tuning for Conversions. As an industry leader he’s created over a billion dollars in value for massive brands like Google, Expedia, Nestle, Semantic, Costco, and more. He’s the founder and former chair of the worldwide Digital Growth Unleashed conference series. His work has helped him learn how our primal brain impacts businesses and lives.

His latest book is titled Unleash Your Primal Brain: Demystifying How We Think and Why We Act.

Early Experiences

Keynote speaking and becoming a primal brain and marketing expert were not on the list of what Tim imagined for himself as a child! After immigrating from Moscow to the US around age 8, Tim set his sights on becoming a cowboy. (Listen in to hear about the deal this made me think of — it was one of the few cash deals from Russia at the time.)

As Russia opened up in the 90’s, all sorts of creative maneuvers were part of making deals!

When Tim reflects on his earliest deals, he remembers shoveling snow in driveways in New Jersey. Rather than charging by the job, however, he created a subscription model. He would charge $5 per week for the three months of winter, and pledge to shovel all the snow during that time. Even as a teen he was a hustler! This reminded me of Joel Block’s advice on subscription models, which he sees as a current business trend.

Brain Evolution & Deal-Making

Tim notes that marketing subscription models makes sense from an evolutionary psychology perspective. Because the sale goes on auto-pilot and minimizes your need to think about something, it’s much easier to get people to continue paying once you’ve drawn them in.

When I used to do deals in the health industry, I saw the shift away from an annual membership that you had to choose to renew, to a month-by-month subscription that had no hard end date. Even though people “could” cancel anytime, they often didn’t. It’s easier not to; plus, canceling sends a message to yourself that you’re going to do the thing you signed up for. 

Tim shared about a subscription he kept for years without using it — even with all he knows about the brain, the same tricks work on him sometimes.

Neuromarketing and Evolutionary Psychology

Eventually Tim came to believe that the best and highest use of his time was not in providing a service. Now, he focuses on keynote speaking and writing. He also offers some consulting for senior marketing executives looking for a backup CMO who will be on their side and make them look good.

When he started his first agency, Tim’s group focused on performance-based deals. Rather than putting the risk on the client, Tim decided to share it. Client’s paid him when he created results for them. However, this created complex contract issues and other issues. For the first time, Tim fully realized how much human nature played into deal-making!

Eventually he opted to sell his shares of that business to his partners, who have experienced continued growth.

As he’s grown, Tim has also explored various options with distributing stocks in the companies he owns. What he’s found from that is that you need clear guidelines if you’re planning to do this! From becoming joined at the hip, to facing confusion about who gets to make what decisions, Tim has found that clarity  is essential when distributing stocks!

Working With Your Nature

Tim notes that we play many roles in life: you can be a parent, a spouse, a CEO, a speaker all at once. Sometimes those roles will overlap, and sometimes they will conflict with one another.

If he could go back, Tim would focus much earlier on his personality and the things that energized him. He shared his DISC, Enneagram, and Meyers-Briggs all helped him understand important parts of himself. In addition, he’s seen how working with his strengths and nature works much better than fighting against it.

In terms of his personal career transitions, Tim breaks them down into three major phases:

  1. Being someone’s employee. Tim had seen soul-killing enterprises from the inside, and he knew he didn’t want to take that path! He knew he could better himself.
  2. Work for yourself. Once he started an agency, Tim felt like now he was basically hiring his own bosses. Yes, he had more control….but at the end of they day, he was still working for clients and answering to them.
  3. Jettison both of those! Tim was ready to be done being an employee…AND done hiring bosses. 

After transitioning into Phase 3, Tim found that he felt a bit naked. He was so used to being an agency head, and realized that he had been defined by that in many ways. One thing he’s really enjoyed is being able to shift from constantly thinking about what would best for his business, into being able to genuinely think about how he can serve others.

I love this way of thinking, and have done quite a few exercises myself pertaining to establishing personal identity outside of my titles and roles. Certain roles can truly become entwined with who you are as a person!

Unleash Your Primal Brain

Tims’ newest book, Unleash Your Primal Brain: Demystifying How We Think and Why We Act, is a crash course on being human. He covers everything from sleep, chemicals in the brian, storytelling, and more. It’s not dumbed down, but it’s not just a bunch of jargon either. Tim thinks of it as a fast-paced detective story about what makes us tick.

Although I’m not the expert Tim is, I have done some reading on neuroscience and brains. My biggest takeaway: this field is constantly evolving because there is so much to learn about this! Tim is working to unify fields like neuroscience, behavioral economics, anthropology and more by breaking down silos and finding the red thread of evolutionary psychology.

He sees this topic as being what all 8 billion people on the planet have in common!

My question to Tim: from an evolutionary psychology perspective, what makes some people “deal-makers” and others not so much?

We Are Always Negotiating

First off, Tim notes that, as humans, we are always doing deals because we are always negotiating. Being able to engage with negotiating is a useful skill to have across the board.

Tim shares that when things are black and white, we automatically evaluate and accept them for what they are. If something is a sure thing, or is definitely going to fail, we know where we stand. However, once we start bringing in probability, statistics, and chance, things feel much riskier. People pay a premium when risk is reduced.

In fact, Tim notes that guarantees (such as a lifetime guarantee) have a huge impact on sales. All sorts of packaging uses this now; it gives immediate peace of mind that makes the consumer feel good, and the percentage of people who actually exercise it is tiny. 

Creating certainty and minimizing risk is a major deal-making plus!

Next, Tim notes that we all tend to aversive to threats more than we are open to rewards. We’re tuned in to loss and pain avoidance much more than we are to pleasure seeking. Pain is more motivating! For that reason, the way we frame offers in our deals is key. For instance, if a doctor tells you that you have to have a procedure, they could present it in one of two ways: there is a 95% chance you’ll make it through OR there is a 5% chance you’ll die. The former orients you towards the positive, the latter orients you towards the negative.

Most deal-makers can find ways to frame their deals that emphasize the positive and decrease the focus on pain and loss. It makes a difference!

Due Diligence as a Deal-Maker

I always tell people that doing a major due diligence process to prepare for a deal is a key part of preparation. Why? Because the people walking into the deal are highly risk averse. They stand to lose a lot if things go wrong, and they want to avoid any problems.

As such, if they smell smoke during a deal they assume there is a fire.

Rather than letting that happen, you must do your due diligence and ensure that you have your ducks lined up. Tim also noted that, as a deal-maker, you don’t want to let the party you’re deal-making with get too far into their analytical brains. He suggests you diffuse that mindset and refocus on the bigger picture if you want to avoid death by a thousand cuts.

(During the interview, Tim recommends two books: Never Split the Difference and Pitch Anything.)

To learn more about deal-making and the primal brain, listen in to the full episode! Tim shared more amazing thoughts on cold cognition, the role of emotion, and more in this powerful 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!

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

Family Business

family business

This week I was honored to interview not one, but two amazing guests. Farida and Ramia El Agamy are sisters with phenomenal backgrounds in family business. They bring a global perspective to deal-making opportunities and family businesses. This episode is worth listening to in full.

LISTEN HERE

About Farida

Farida F. El Agamy is a social entrepreneur by conviction, and a lawyer by passion and profession. Since 2008, she’s been the General Manager of the Tharawat Family Business Forum, the first knowledge resource and networking hub for family-owned companies in the Middle East and North Africa. Farida’s main interests lie in the advancement of corporate and family governance systems, the economic impact of family firms on the economy, and the support of individual family members within the family business context.

About Ramia

Ramia Marielle El Agamy is the Editor-in-Chief of Tharawat Magazine, (@Tharawatmag), a global publication for family businesses that attracts over 3 million readers (online and print) per year. The magazine encompasses a library of over 1000 articles. She is also the host of two podcasts: The Family Business Voice and WiFB. Ramia is also a strategic advisor in the Tharawat Family Business Forum as well as a Director in her family business’ board. Since 2017, Ramia is also CEO of Orbis Terra Media, a content studio and an award-winning publisher that stands for the highest standards in content production and omnichannel strategies. With a data-driven approach to content marketing and distribution, OTM specialises in helping brands achieve a consistent narrative across multiple platforms and to reach their audience.

Early Starts for These Citizens of the World

When I asked the pair what they had wanted to be growing up, Ramia nominated Farida to share first, as the older sister. Laughingly, the sisters noted that family businesses require respect for the family hierarchy. 

Farida shared that, early on, she was interested in societal questions. Her father had studied archeology, and he would bring his children on hikes to old dig sites. In addition, they would visit extended family in Cairo and visit ancient sites. These early experiences grew Farida’s interest in archeology as a possible career when she was a girl.

Ramia noted that, even as a child, she could see herself working in the family business. Seeing her father traveling frequently, and missing his presence, she imagined being able to pack a calculator into a bag and travel with him. She also had a very entrepreneurial spirit, and remembers opening a detective agency, a travel agency, and several shops with her sisters.

(Ramia and Farida also noted that they have a third sister in the family business as well. They thought it might be too much to bring all three of them onto the show!)

The sister’s mother is from the Netherlands and their father is from Egypt; they were raised in rural Switzerland and consider it home. However, their international roots and extensive travel histories, including studying in the UK and living in the UAE, have made the world their oyster in many ways!

First Deal-Making Experiences

Culturally, deal-making is perceived differently in various parts of the world. Looking at their father’s generation and work in the business, the sister’s agreed there were fewer activities that may have been directly considered “deals”.

In fact, the first deal-experienced Farida recalled was assisting a family business in getting out of a deal. A nephew was finding himself in a very bad situation with a possible deal involving his uncle. They could see it going south, and needed to intervene.

Ramia notes that both her sisters are lawyers, and often see deals through the legal and business lens. As an entrepreneur herself, she feels she’s been making deals her whole life. When you start a business with nothing, everything is a barter, a trade, and exchange, or some other way of growing and deal-making. She remembers many skill exchanges that grew in size and significance as revenue grew.

She also shares that she thinks the first deal entrepreneurs make is with themselves. Deciding to go into business requires trading time and energy and capital. 

Negotiations in Family Business 

The family business, as a construct, is a constant negotiation. This is true both internally and externally. Every day you enter into your family business, you’re entering into an emotional negotiation with your family. There is a constant need to recalibrate, adjust behavior, and figure out how to incorporate your personal and professional lives.

Part of this is holding people accountable when they are part of your family. It is challenging to have a parent or sibling that you have to challenge, hold to high standards, and question. Handling these ongoing family business negotiations on a daily basis requires you to truly leave your ego (and childhood patterns) at the door.

(There was an amazing conversation about ego here that’s worth listening to!)

The sisters note that family businesses are often stable and thinking long term. In addition, they are perceived as having “skin in the game”, and are often quite regionally embedded. Attributes such as these make family businesses a popular choice for others looking to make a deal.

In addition, the whole family business as an entity is an ongoing deal.

A Major Myth About Family Business

There are many family businesses in the world….and just as many myths about them! Since I had the experts on the line, I decided to ask their thoughts on a major common myth I often hear.

If You’re Not First Generation, You’re Not an Entrepreneur

Some people question whether someone in a family business can truly consider themselves an “entrepreneur”. Many entrepreneurs in the US are first generation entrepreneurs. Even if their parents were also entrepreneurs, they are often not involved in the same business. Across other parts of the world, however, many entrepreneurs are working within multi-generational family businesses.

The sisters noted that there is a difference between a real family business, or enterprise, and an enterprising family. They consider entrepreneurship to be the force that compels any family business to keep growing. They also encourage each generation to think of themselves as founders of a startup, in terms of needing originality, adaptability, and other entrepreneurial skills.

Being part of an entrepreneurial family doesn’t mean you’re not an entrepreneur. It does mean, however, that you have a heritage of entrepreneurship and usually the support of your family.

(Listen in to why they consider family business an “extreme sport” in the entrepreneurial world! This includes the weight of legacy, which can feel like a “backpack full of stones”, and the “ghosts around the table”.)

Layers of Governance

Imagine the most difficult professional situation you’ve ever been in, in your life. Then, imagine the most difficult family relationship you’re currently experiencing. Now, put those two together every day of your professional life.

That’s family business.

The emotional toll that family situations can take on you, and your business, are much greater than you may expect. That’s why governance in family firms is so vital (and so difficult). There are many, many layers to governance within a family business, and often the laws pertaining to family business are less clear than other legal statutes.

For example, there are rarely laws requiring a family business to utilize a family council to learn to regular their behavior as a family. Some families have waited for too long, growing more and more misaligned. Eventually, it can become too late for change.

Families who have aligned decision making as a result of internal deal-making have a much greater chance of making it in the long term. They are also better equipped to handle unexpected challenges, such as Covid-19.

Ramia and Farida share so much valuable insight on family businesses. Listen in today!

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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Podcast Guest

Negotiating Deals For Business Growth

Negotiating Deals For Business Growth: podcast cover
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Authentic Business Relationships Authentic Deal-Making Authentic Leadership Authentic Negotiating

Internal Succession Deals

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.
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