Category: Buy and Sell Agreements

The One-Way Buy-Sell Agreement: An Often-Overlooked Strategy for Business Owners

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Estate Planning, Funding your Buy and Sell, Key People_Or Group, Transfer Costs, Uncategorized, Valuation, Value drivers, Working On Your Business

Thomas J. Perrone, CLU, CIC

A Different Way to Protect a Business, Its Key People and the Owner’s Future

Business owners spend a great deal of time thinking about how to grow their companies. They hire employees, develop customers, build vendor relationships and continually look for ways to increase profitability.

But there is another question that deserves just as much attention:

What happens to the business if a key owner or key person dies unexpectedly?

A traditional buy-sell agreement can provide an answer when there are multiple owners. But there are situations where a different approach may be more appropriate—particularly when the objective is to create a mechanism for the company to purchase an owner’s or key person’s interest upon death.

One strategy discussed in this podcast is the one-way buy-sell agreement.

The concept can provide a business with a predetermined method for handling an ownership interest when an unexpected death occurs, while also potentially creating financial security for the business and the surviving family.

What Is a One-Way Buy-Sell Agreement?

A one-way buy-sell arrangement is essentially an agreement in which one party agrees to purchase an ownership interest from another party upon a specified triggering event, most commonly death.

The arrangement can be particularly interesting when a company has an important owner or key person whose continued involvement is critical to the business.

Instead of leaving the family, the business and the remaining owners to negotiate what happens after a death, the agreement establishes a process in advance.

That can provide something every business owner needs:

certainty.

The goal is not simply to create a legal document. The objective is to establish a coordinated strategy for:

  • Protecting the business

  • Providing liquidity

  • Creating a method for transferring ownership

  • Helping the deceased owner’s family receive value

  • Retaining important employees or key people

  • Avoiding a forced or poorly timed sale

  • Providing continuity for customers, vendors and employees

Why Key People Matter So Much

The podcast discussion begins with a real-world situation involving a company and a particularly valuable key person.

The individual was considered extremely reliable and important to the organization. The company initially considered an executive-benefit arrangement as a way of retaining that person.

That raises an important point:

Key-person planning and business-transition planning are often connected.

A business may have an employee or owner whose knowledge, relationships, production ability or leadership makes that individual extremely difficult to replace.

If that person dies unexpectedly, the financial consequences can extend well beyond the person’s salary.

The company could lose:

  • Customers

  • Revenue

  • Specialized knowledge

  • Leadership

  • Vendor relationships

  • Employees

  • Business value

That is why business owners should think about both retention and transition when evaluating their most important people.

The Connection Between Executive Benefits and a One-Way Buy-Sell

One of the interesting aspects of the strategy discussed in the podcast is the relationship between executive benefits and a one-way buy-sell arrangement.

An executive-benefit strategy may be used to help attract and retain an important employee.

But when the planning is coordinated with ownership and transition objectives, the same overall strategy can potentially address additional business concerns.

The key is to avoid looking at each financial strategy as an isolated transaction.

Instead, business owners should ask:

How does this strategy fit into the overall plan for the company?

A business may need to simultaneously:

  1. Retain an important person.

  2. Protect the company from the economic consequences of that person’s death.

  3. Provide an orderly transition of an ownership interest.

  4. Create liquidity for the person’s family.

  5. Maintain control of the business.

  6. Continue building business value.

A properly designed arrangement can bring these objectives together.

What Happens When an Owner Dies?

Without a plan, the death of an owner can create a difficult situation.

The deceased owner’s family may suddenly own an interest in a business they know little about.

The remaining owners may want to continue operating the company but may not have the cash to purchase the family’s interest.

The family may need liquidity.

The business may need time.

And everyone may have different ideas about what the ownership interest is worth.

That is a recipe for conflict.

A one-way buy-sell arrangement can establish the basic framework before the crisis occurs.

Rather than asking, “What do we do now?”, the parties have already determined what is supposed to happen.

Funding Is Just as Important as the Agreement

One of the most important lessons for business owners is that having a buy-sell agreement is not necessarily the same thing as having a funded buy-sell agreement.

An agreement can establish an obligation to purchase an ownership interest.

But where does the money come from?

This is where life insurance and other funding mechanisms may become important.

The podcast discusses arrangements involving life insurance, premiums, cash value and other planning considerations.

The basic concept is straightforward:

The funding should be designed at the same time as the agreement—not years afterward.

Otherwise, a business could have a perfectly drafted agreement but discover that it does not have the financial resources to carry out the transaction when the triggering event occurs.

The Family Has an Interest Too

Business owners sometimes focus almost entirely on what happens to the company.

But the owner’s family is also an important part of the equation.

Suppose an owner dies and leaves a substantial business interest to the family.

The family may now own an asset that is difficult to sell, difficult to value and difficult to manage.

The remaining owners, meanwhile, may need control of the business to continue operating it.

A properly structured buy-sell arrangement can potentially solve both problems.

The family receives value for the ownership interest.

The remaining owners or the business receive the ownership interest.

The company can continue operating.

That is the fundamental objective of transition planning:

Turn a potentially disruptive event into an orderly transaction.

The Importance of Starting Before There Is a Crisis

One of the recurring themes in business planning is that the best time to solve a problem is before it becomes a problem.

A death, disability, retirement or other unexpected event is not the time to begin discussing ownership.

The parties should already understand:

  • Who buys?

  • Who sells?

  • What triggers the transaction?

  • How is the value determined?

  • How will the purchase be funded?

  • What happens to the family?

  • What happens to the business?

  • What happens to the remaining owners?

  • How will the arrangement be reviewed as the company grows?

These questions should be addressed while everyone is healthy, the relationships are good and the business is operating normally.

Business Value Changes Over Time

Another reason these arrangements need to be reviewed is that businesses change.

A company that is worth $2 million today might be worth considerably more several years from now.

Key employees change.

Ownership changes.

Debt changes.

The company’s cash flow changes.

The owner’s personal objectives change.

The insurance funding may change.

Therefore, a buy-sell agreement should not be treated as a document that is created once and placed in a drawer.

It needs to evolve with the business.

The Bigger Lesson for Business Owners

The one-way buy-sell concept illustrates a much larger principle:

Business planning should be integrated.

Growth planning, key-person planning, executive benefits, protection planning, retirement planning and transition planning should not necessarily be viewed as separate subjects.

They can be different pieces of the same business-planning puzzle.

A successful business owner needs to build value.

But building value is only one part of the equation.

The owner also needs to protect that value and eventually determine how that value will be converted into personal financial security.

That is why transition planning should begin long before retirement.

Questions Every Business Owner Should Ask

If you own a closely held business, consider asking yourself:

  1. What happens to my company if I die tomorrow?

  2. Who would purchase my ownership interest?

  3. Does my family know what would happen?

  4. Is there a written buy-sell agreement?

  5. Is the agreement properly funded?

  6. Has the value of the company been updated?

  7. Would the business have enough liquidity to complete the purchase?

  8. What happens to our key people if they die?

  9. Could the loss of a key person significantly reduce business value?

  10. Does our current plan coordinate business protection with ownership transition?

If you cannot answer these questions clearly, your business may have a transition-planning gap.

Conclusion

A one-way buy-sell agreement is not simply a legal document. It can be part of a broader strategy for protecting a business, providing liquidity, retaining key people and creating an orderly transfer of ownership.

The most important point is that the agreement and the funding need to work together.

Business owners work for years to create valuable companies. The next step is making certain that an unexpected event does not destroy the value they worked so hard to create.

The objective should be simple:

Build the value. Protect the value. And have a plan to transition the value.

That is what effective business transition planning is designed to accomplish.

About the Podcast

This topic was discussed on Building and Protecting Your Business Worth, hosted by Thomas J. Perrone, CLU, CIC, of New England Consulting Group, Inc. The podcast focuses on strategies and ideas designed to help business owners build, protect and transition their businesses while creating greater financial security for their future.

tperrone@necgginc.com

Website: 

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Why 75% of Businesses Fail in 10 Years (And How to Fix It)

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, Estate Costs, Uncategorized

By Thomas J. Perrone, CLU, CIC

Your Business May Have a Plan. But Does It Have a Plan for the Details?

After more than 53 years working with business owners, I have noticed a recurring problem:

Business owners are often unaware of the things they don’t know.

And that lack of awareness can be expensive.

Most business owners are very good at running their businesses. They know their customers, their products, their employees, and their markets. They know how to generate revenue and solve the problems that show up every day.

But there is another side of business ownership that often gets overlooked—the planning that takes place behind the scenes.

I call this the Plan for Details.

It is the planning that addresses how you will grow the business, protect what you have built, create wealth from the business, and eventually transition out of the business.

It is different from the action plan that gets you into business and keeps the cash flow moving.

And that difference can have a tremendous impact on the ultimate value of your business.

Three Levels of Awareness

I believe there are three different levels of awareness among business owners.

1. You know there is a problem—but you tolerate it.

You recognize that something isn’t working perfectly, but because the business is still operating, you don’t address it.

“It’s working well enough” becomes the answer.

2. You discover a problem and fix it.

You weren’t aware of the issue, but once someone points it out, you understand it and take action.

This type of awareness can prevent financial leakage and help improve the business.

3. You don’t know what you don’t know.

This is the most dangerous situation.

You don’t know that an opportunity exists. You don’t know that a risk exists. You don’t know that something is costing you money.

And because you don’t know about it, nothing changes.

This is one of the biggest challenges facing business owners today.

There are opportunities to increase business value, protect the company, improve cash flow, retain key employees, create wealth outside the business, and prepare for a future transition—but many owners simply aren’t aware that these opportunities exist.

The Business Owner’s Action Plan vs. the Plan for Details

When most people start a business, their attention naturally goes toward the Action Plan.

They want to get their product or service to market.

They want customers.

They want revenue.

They want cash flow.

They want the business to grow.

And that’s exactly where an entrepreneur should be focused in the beginning.

The Action Plan is exciting. It’s where the energy is.

But the part that often gets avoided is the Plan for Details.

The Plan for Details addresses four critical areas:

  • Growth

  • Protection

  • Equity creation and distribution

  • Exit and transition

These are the areas that can determine whether a business simply produces an income—or ultimately creates substantial wealth for its owner.

What Happens Without a Plan for Details?

Without this type of planning, business owners can find themselves facing problems they never anticipated.

They may:

  • Lose key employees.

  • Lose customers or valuable relationships.

  • Face lawsuits or other unexpected risks.

  • Have no plan if the owner dies or becomes disabled.

  • Experience significant financial consequences when an owner dies.

  • Lose money unnecessarily through inefficient tax planning.

  • Fail to build wealth outside the business.

  • Struggle to create a strong company culture.

  • Have difficulty attracting and retaining talented employees.

  • Miss opportunities for innovation.

  • Discover too late that their business isn’t attractive to a buyer.

None of these problems necessarily mean the owner did a poor job running the business.

They may simply mean that the owner never had a comprehensive Plan for Details.

Building Business Value Is More Than Increasing Revenue

One of the most important concepts in business planning is understanding value drivers.

Value drivers are the characteristics of a business that make it attractive to a prospective buyer.

A buyer doesn’t simply look at what the business makes today.

The buyer wants to know:

Will this business continue to produce cash flow after I buy it?

That leads to questions about:

  • Growth potential

  • Cash flow

  • Key employees

  • Management depth

  • Systems and processes

  • Customer relationships

  • Company culture

  • Dependence on the owner

  • Opportunities for future growth

A business with strong systems, capable employees, good cash flow, and growth potential is generally much more attractive to a buyer than a business that depends almost entirely on its owner.

That’s why planning for a transition shouldn’t begin when you’re ready to sell.

It should begin years—even decades—before you leave.

What If You Died Tonight?

Here’s a question every business owner should ask:

What would happen to your business if you died tonight?

Or what happens if you become disabled?

What happens to your employees?

What happens to your customers?

What happens to your bank financing?

What happens to your family?

What happens to the value you’ve spent years building?

For example, the loss of an owner or key person can have an immediate impact on a company’s financial stability and operations.

And a key employee who leaves may take valuable relationships, knowledge, employees, and even trade secrets with them.

The solution isn’t simply to hope they stay.

The business needs a strategy for retaining the people who are critical to its success.

Key Employees Are Part of Your Business Value

A strong company doesn’t depend entirely on the owner.

The goal should be to develop people who can think and act like owners.

When you accomplish that, several things happen.

You create stronger management.

You create greater freedom for the owner.

You create more time for family and other priorities.

You improve cash flow.

You create a business that can operate without the owner being involved in every decision.

And you make the business more attractive to a future buyer.

A buyer wants to purchase a business—not purchase a job.

If the owner walks out the door and the business falls apart, the business becomes much harder to sell.

Culture Is a Business Asset

Another often-overlooked component of business value is company culture.

A strong culture can make recruiting easier because people want to work for companies where they feel valued and where they can see a future.

Culture can also improve retention.

And when good people stay, they accumulate knowledge, build relationships, develop systems, and become increasingly valuable to the organization.

The result is a stronger business.

Creating Wealth Outside the Business

Many business owners spend decades building wealth inside their company.

The problem is that their business may represent the overwhelming majority of their net worth.

That creates concentration risk.

It also creates a problem when the owner eventually wants to retire.

The question becomes:

How do you convert business success into personal wealth?

This is where careful planning can be particularly important.

The business may be capable of generating cash flow that can be used strategically to create wealth outside the company while continuing to grow and operate the business.

The objective isn’t simply to accumulate money.

The objective is to create a business that produces cash flow, builds equity, and ultimately allows the owner to convert business value into financial independence.

Why Traditional Planning Often Doesn’t Work for Business Owners

One reason business owners don’t have a Plan for Details is that traditional planning can become unnecessarily complicated.

Business owners are busy.

They don’t want a planning process that takes months and requires endless meetings.

They want to understand the issues, make decisions, and move forward.

Another problem is that different advisors often work independently.

The business owner may have a CPA, attorney, financial advisor, insurance professional, and business consultant—but nobody is bringing the pieces together.

In my experience, the best planning occurs when the appropriate advisors work together.

Your CPA understands the tax issues.

Your attorney understands the legal issues.

Your financial advisor understands investments and financial strategies.

Your business consultant understands the business.

Put the right people around the same table and you can begin solving the actual problems of the business rather than simply selling products.

The Four Areas of the GWT Business Planning System

The GWT Business Planning System focuses on four fundamental areas.

1. Growth

How can you increase the value of the business?

What systems, people, processes, and strategies can help the company grow?

2. Protection

What happens if something goes wrong?

What if the owner dies?

What if the owner becomes disabled?

What if a key employee leaves?

What if the company is sued?

What if cash flow suddenly becomes a problem?

Protection planning is about preparing for the “what ifs.”

3. Equity Creation and Distribution

How can the business create wealth for its owner?

And just as importantly, how can some of that wealth eventually be distributed outside the business?

The goal is to use the business strategically—not simply as a source of income, but as a vehicle for creating wealth.

4. Exit and Transition

Eventually, every business owner has to answer one question:

What happens to the business when you’re no longer running it?

That doesn’t necessarily mean selling tomorrow.

Transition could be 10, 20, or even 30 years away.

But the decisions you make today can have a tremendous impact on the options available to you later.

The GWT 30-Day Business Planning Pathway

The GWT Business Planning System was designed around a simple idea:

Business planning doesn’t have to consume your life.

The process uses a series of approximately 15–16 planning blueprints that help identify the areas that deserve attention.

You don’t necessarily need all of them.

You identify the areas that are most relevant to your business, prioritize them, and then work on them one at a time.

The process is designed to take approximately 2–4 hours of the business owner’s time over a 30-day period.

It includes short educational videos, forms, discussions, and planning sessions.

The goal isn’t to overwhelm you with information.

The goal is to help you become aware of what you don’t know, identify the areas that need attention, and establish a practical path forward.

The Real Goal Isn’t a Bigger Binder

Business planning shouldn’t be about creating a complicated document that sits on a shelf.

It should create action.

A good Plan for Details should help you:

  • Build business value.

  • Protect the value you’ve created.

  • Improve cash flow.

  • Develop key employees.

  • Build management depth.

  • Create a stronger company culture.

  • Reduce dependence on the owner.

  • Create wealth outside the business.

  • Prepare for unexpected events.

  • Increase the likelihood of a successful transition.

Ultimately, it should give the owner something that is often just as valuable as money:

freedom.

Freedom to spend more time with family.

Freedom to take time away from the business.

Freedom to make decisions based on opportunity rather than necessity.

And eventually, freedom to leave the business on your terms.

Your Business Needs More Than an Action Plan

The Action Plan gets the business moving.

The Plan for Details determines what happens after it starts moving.

If you are a business owner, ask yourself:

Do I know exactly what would happen to my business if I died, became disabled, or lost a key employee?

Do I have a plan for building value?

Do I know how I will eventually get my wealth out of the business?

Could my business operate successfully without me?

Would someone want to buy my business today?

If you don’t know the answers, that’s not necessarily a problem.

It may simply mean you’ve discovered something you weren’t aware of.

And that’s where good planning begins.

The Bottom Line

Most business owners don’t have a business planning problem because they don’t care.

They have one because they’re busy running the business.

The Plan for Details is designed to help close that gap.

It gives you a way to step back from the day-to-day operation of the company and look at the bigger picture—growth, protection, equity creation, and transition.

The earlier you begin, the more options you have.

And the objective isn’t simply to build a bigger business.

It’s to build a business that creates wealth, protects that wealth, and ultimately gives you the freedom to decide what happens next.

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Tperrone@necgginc.com

If you would like to learn more about the GWT Business Planning System and the 30-Day Business Planning Pathway, contact Thomas J. Perrone, CLU, CIC at 203-530-6615.

10 Mistakes Business Owners Make That Can Cause a Failed Transition or Exit

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, Estate Planning, Executive Benefits, retirement, Tax Free Income, Valuation, Value drivers, Working On Your Business

By Thomas J. Perrone, CLU,CIC

1. Waiting Until They Are Ready to Sell to Start Planning

One of the biggest mistakes is treating transition planning as something that begins when the owner decides to retire or sell.

A successful transition may require years of preparation. The decisions made today can determine the options available years from now.

Mistake: “I’ll deal with the transition when I’m ready to leave.”

Better approach: Build the business with the eventual transition in mind from the beginning.

2. Making the Business Too Dependent on the Owner

If the owner has to approve every decision, maintain every major relationship, and solve every important problem, the business may be difficult to transfer.

A buyer wants to purchase a business—not a job.

Mistake: Building a company where the owner is indispensable.

Better approach: Develop capable managers and employees who can operate the business without the owner’s constant involvement.

3. Focusing Only on Revenue Instead of Business Value

Revenue doesn’t automatically translate into a valuable business.

A prospective buyer will want to know whether the company can continue producing cash flow after the owner leaves.

Growth potential, cash flow, management depth, systems, customer relationships, culture, and owner dependence all affect the attractiveness of a business to a buyer.

Mistake: Assuming “more revenue” automatically means “more value.”

Better approach: Identify and strengthen the company’s actual value drivers.

4. Failing to Develop Key Employees and Management

A business that relies heavily on one owner—or a small number of key people—can become vulnerable when those people leave.

A strong management team gives the business continuity and can make it significantly more attractive to a future buyer.

Mistake: Keeping the business dependent on a few individuals.

Better approach: Develop people who can think and act like owners.

5. Ignoring Company Culture

Culture is often treated as something soft or secondary. But a strong culture can improve recruiting, retention, knowledge transfer, and employee loyalty.

When good employees stay, they accumulate knowledge, develop relationships, and strengthen the organization.

Mistake: Assuming culture has nothing to do with business value.

Better approach: Treat culture as an asset that contributes to the strength and continuity of the business.

6. Failing to Prepare for the Owner’s Death or Disability

One of the most important questions an owner should ask is:

“What would happen to my business if I died tonight?”

The consequences can affect employees, customers, financing, family members, and the value of the business.

Mistake: Assuming there will always be time to deal with an unexpected event.

Better approach: Have a strategy for protecting the business against the unexpected.

7. Keeping Most of Their Wealth Trapped Inside the Business

Many owners spend decades accumulating wealth inside their company.

That can create concentration risk and make retirement more difficult because the owner eventually has to figure out how to convert business equity into personal financial security.

Mistake: Building a valuable business without developing a strategy for converting that value into personal wealth.

Better approach: Create wealth outside the business while continuing to build the company.

8. Failing to Build Systems and Processes

A buyer is not simply buying today’s income. The buyer wants confidence that the company can continue operating successfully after the transaction.

If the business’s knowledge, customer relationships, and operating procedures exist primarily in the owner’s head, the business becomes harder to transfer.

Mistake: Running the business through personal knowledge instead of documented and repeatable systems.

Better approach: Build systems and processes that allow the company to operate consistently without depending on the owner.

9. Having Advisors Who Work Independently Instead of Together

A business owner may have a CPA, attorney, financial advisor, insurance professional, and business consultant—but if each advisor works independently, important pieces of the transition plan can be missed.

The material emphasizes that effective planning occurs when the appropriate advisors work together to address the actual problems of the business.

Mistake: Assuming several individual plans automatically create one comprehensive plan.

Better approach: Coordinate the legal, tax, financial, insurance, and business planning.

10. Having No Written Plan for What Happens When the Owner Leaves

Ultimately, every business owner has to answer:

“What happens to the business when I’m no longer running it?”

That could mean selling to a third party, transferring to family, transitioning to employees, or another strategy. The specific method isn’t the only issue—the important point is to begin preparing before the owner needs to make the decision.

Mistake: Building a successful company without deciding how that success will eventually be transferred.

Better approach: Develop a transition strategy years before the anticipated exit.

The Bottom Line

A failed transition is often not caused by a bad business.

It can be caused by a good business that was never prepared to survive the owner’s departure.

The business owner should be able to answer five basic questions:

  1. Could my business operate successfully without me?

  2. What makes my business valuable to a buyer?

  3. What happens if I die or become disabled tomorrow?

  4. How will I turn my business equity into personal wealth?

  5. What happens to the business when I leave?

The earlier these questions are addressed, the more options the owner has—and the greater the opportunity to build a business that creates wealth, protects that wealth, and ultimately gives the owner the freedom to leave on their own terms.

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The Most Important Document a Sole Proprietors Needs 

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Estate Planning, Executive Benefits, Funding your Buy and Sell, Inside Sale, Life Insurance Types, Working On Your Business

 

By Thomas J. Perrone, CLU,CIC NEW ENGLAND CONSULTING GROUP OF GUILFORD, INC.

It is an overlooked planning strategy. What happens to a sole proprietor’s business when they die? The business is a financial hub for the family. At death, the hub dries up. What will happen to the owner’s financial support for the family? What can be done to protect this fiscal impact? Along with the death of the business owner, there is the business’s assets, such as, equipment, receivable, inventory, and other business property. What happens to this property? Are the heirs in a position of receiving the top dollar for what is to be sold?

Most business owners spend years building their companies. They develop relationships with customers, employees, vendors, and suppliers. They create systems, build a reputation, and work hard to make the business successful.

For many owners, the goal is either to pass the business to their family or to sell it at a future value providing financial security for themselves.

But there is a problem:

What happens to the business if the owner suddenly dies, becomes disabled, retires, or simply can no longer run it?

Without a plan, the future of the business—and the financial security of the owner’s family—can become uncertain very quickly.

That is why a sole owner should consider a One-Way Buy-Sell Agreement, sometimes called a unilateral buy-sell agreement.

A Buy-Sell Agreement Isn’t Just for Businesses with Multiple Owners

Many people associate buy-sell agreements with businesses that have two or more owners. However, a 100% owner can also use a buy-sell agreement to establish what happens to the business when a triggering event occurs.

A sole owner can enter into a One-Way Buy-Sell Agreement with:

  • Children or other family members
  • A trust
  • A competitor
  • An employee or group of employees
  • Another individual or entity interested in purchasing the business

The purpose is simple:

Create a predetermined path for transferring the business and provide liquidity to the owner’s family.

Instead of leaving the family to figure out what to do with the business after the owner’s death, the agreement establishes a framework before the crisis occurs.

What Happens If the Business Is Simply Left to the Children?

Leaving a business for one’s children may sound like an obvious solution.

But ownership does not automatically mean that the children are prepared to run the company.

Some children may have the experience and desire to operate the business. Others may not.

They may not understand the industry, have the necessary management skills, or even want the responsibility of owning the company.

And if they inherit the business and decide they want to sell it, they may be forced to sell under circumstances that are not favorable to them.

The market determines the value. Competitors may recognize that the family is inexperienced and attempt to purchase the company at a significant discount.

A properly structured buy-sell agreement can provide a much more orderly alternative.

What About Leaving the Business to a Spouse?

Similar issues can arise when the business is left to a spouse.

In many cases, the spouse’s primary concern will not be running the business. It will be replacing the income and financial security that the owner provided.

That can create tremendous pressure to sell.

A spouse who suddenly finds themselves responsible for a business they have never operated may understandably want to convert the business into cash as quickly as possible.

A One-Way Buy-Sell Agreement can establish a predetermined buyer and a method for determining the value of the business.

The agreement can be funded with life insurance or, depending on the circumstances, through the future cash flow of the business.

What If a Competitor Is the Buyer?

A competitor can be an attractive buyer because it may already understand the industry and recognize the value of the company.

More importantly, a properly structured agreement can establish the price and terms in advance.

This can help protect the owner’s family from negotiating with potential buyers at a difficult and emotional time.

What If Some Children Want the Business and Others Don’t?

This is another situation that should be addressed before it becomes a problem.

Perhaps three children inherit the business; only one wants to do it.

Or one child has spent years working in the company and understands how to run it, while the other children have little or no business experience.

The agreement and the owner’s estate plan should address these differences.

The children who want to own and operate the business may have an opportunity to purchase the interests of those who do not want to participate.

Other assets can potentially be used to equalize inheritance among children.

The critical point is to make these decisions before the family is forced to put them under pressure.

Six Questions That Should Be Answered

If children or other family members will eventually own the business, the buy-sell agreement should address some fundamental questions:

  1. Who will control the business?
  1. What happens if one owner wants to sell?
  1. Can an owner sell their interest to an outsider?
  1. Does another family member have a right to refusal?
  1. How will the business be valued?
  1. What are the terms of a future purchase or sale?

These questions may seem straightforward today.

They can become extremely complicated after the owner is gone.

What Should a One-Way Buy-Sell Agreement Address?

A well-designed agreement should go beyond simply stating who can purchase the business.

  1. Future Owners Should Be Bound by the Agreement

If ownership is transferred to another person, the agreement should provide a mechanism requiring subsequent owners to become subject to its provisions.

Otherwise, the original agreement may lose much of its effectiveness over time.

  1. Establish a Valuation Process

Business value changes over time.

Rather than waiting until a triggering event occurs and then arguing about what the business is worth, the owner can establish a valuation process in advance.

One approach is to have the business valued periodically by an independent appraiser.

For example, the agreement could provide an annual or biennial valuation.

A consistent valuation process can help establish a history of the company’s value and reduce disagreements when a transaction eventually occurs.

  1. Restrict Transfers to Outsiders

The agreement can establish restrictions on transferring ownership of interest to someone outside the designated group.

It can also provide remaining owners or family members with a right to first refusal.

This can help prevent an unwanted third party from suddenly becoming an owner.

  1. Establish the Terms of a Future Transaction

Price is only one part of a business transaction.

The agreement should also establish the terms under which a future purchase may occur.

How will the purchase be paid?

Will there be installment payments?

What happens if the business does not have enough cash?

These issues should be addressed before they become problems.

  1. Identify Triggering Events

Death is not the only event that can create the need for a buy-sell agreement.

Other triggering events may include:

  • Retirement
  • Disability
  • Termination
  • Voluntary departure
  • Other circumstances that make continued ownership or management impractical

The agreement should clearly identify the events that activate its provisions.

  1. Address Funding

Having an agreement to purchase the business is one thing.

Having the money to complete the purchase is another.

The agreement should address how the purchase will be funded when a triggering event occurs.

Depending on the circumstances, funding could involve life insurance, business cash flow, financing, or other sources.

The agreement should not simply identify the buyer. It should provide a realistic mechanism for completing the transaction.

Who Should Be Concerned About a Buy-Sell Agreement?

The Business Owner

The owner has spent years building the business.

Without a plan, the future of the company can be left to chance, potentially creating confusion and disagreements among family members and other interested parties.

The Family

For many families, the business represents a sizable portion of their financial resources.

It may also represent their future source of income.

The family should know what is supposed to happen to the business and how its value will be converted into financial security.

The Owner’s Advisers

A One-Way Buy-Sell Agreement should not be viewed as a document that exists independently from the owner’s overall planning.

The owner’s attorney, CPA, insurance professional, financial adviser, and business transition or exit-planning professional may all have important roles in designing and implementing the plan.

Each adviser brings a unique perspective, and coordination among them can improve the likelihood of achieving the owner’s objectives.

The Real Reason a Sole Owner Should Have a Buy-Sell Agreement

There is one important reason for a sole owner to have a plan.

The owner knows the business better than anyone else.

The owner has developed relationships with customers, employees, vendors, suppliers, and other stakeholders that have helped make the business successful.

The owner has also developed an instinct for making the decisions necessary to keep the company moving forward.

When that owner suddenly disappears because of death, disability, or another triggering event, the business experiences a transition.

Customers may have questions.

Employees may be uncertain.

Vendors may become concerned.

Family members may not know what to do.

Potential buyers may see an opportunity to negotiate from a position of strength.

A One-Way Buy-Sell Agreement cannot eliminate every challenge associated with the loss or departure of an owner.

But it can provide something extremely valuable:

Clarity.

It can establish who will acquire the business, how the business will be valued, what the transaction terms will be, and how the owner’s family can receive the value that has been created.

For a business owner who has spent years building a valuable company, that may be one of the most important parts of the overall business transition plan.

Building a business is difficult. Protecting the value you have created should not be left to chance.

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The Insurance-Holding LLC: A Smarter Way to Fund Your Buy-Sell Agreement

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Estate Costs, Estate Planning, Funding your Buy and Sell, Key People_Or Group, Life Insurance, Life Insurance Types, Selling Your Business, Strategies of growing business, Uncategorized, Valuation, Working On Your Business

 

By Thomas J. Perrone, CLU, CIC

Every multi-owner business eventually asks the same uncomfortable question: what happens if one of us dies, becomes disabled, or wants out? A buy-sell agreement answers the “what” — it’s the legal contract that says the remaining owners (or the business) will buy out a departing owner’s interest. But a buy-sell agreement is only as good as its funding mechanism. Promises to pay are worthless if the cash isn’t there when it’s needed.

Life insurance is the most common way to fund a buy-sell agreement, because it delivers cash exactly when it’s needed most — at death. The harder question is *who should own the policies*. For businesses with more than two or three owners, a growing number of advisors are turning to a special-purpose LLC created solely to hold those policies. Here’s how it works, and why it might be the cleanest solution on the table.

The Problem With the Traditional Options

There are two classic ways to structure buy-sell funding:

Cross-purchase agreements** have each owner personally buy a policy on every other owner. This works fine with two owners (two policies), but the math explodes quickly. Four owners need twelve policies. Six owners need thirty. Every time an owner joins or leaves, policies have to be rewritten. It’s an administrative nightmare, and it often means owners of different ages and health statuses paying wildly different premiums for equal buyout rights.

Entity-purchase (redemption) agreements** solve the multiple-policy problem — the company itself owns one policy per owner — but they create a different issue: when the company redeems a deceased owner’s shares, the surviving owners don’t get a step-up in the cost basis of their own interests. That can mean a much bigger capital gains tax bill down the road when they eventually sell

The LLC Solution

An insurance-holding LLC splits the difference. The owners form a separate LLC — sometimes called a “special-purpose entity” or “insurance LLC” — whose only job is to own and administer life insurance policies on each business owner. The LLC is typically structured as a partnership for tax purposes, with each business owner holding a membership interest proportional to their stake in the operating company.

Here’s the flow:

– The LLC purchases one policy on each owner’s life (not one per pairing, so the policy count stays low no matter how many owners there are).

– Each owner (or the operating business) contributes cash to the LLC to cover premiums.

– When an owner dies, the LLC receives the death benefit tax-free.

– The LLC uses those proceeds to purchase the deceased owner’s interest in the operating business, distributing it to the surviving members according to the buy-sell terms.

Because the LLC — not the individual owners — is treated as the policy owner and beneficiary, and because it’s taxed as a partnership, the surviving owners generally receive a basis step-up in their LLC interests similar to what a cross-purchase arrangement provides, while avoiding the multiple-policy headache of a true cross-purchase.

Why Owners Like It

–Fewer policies, less administration. One policy per owner, held in a single entity, instead of a tangle of cross-owned contracts.

– Basis step-up preserved. Surviving owners’ tax basis generally increases, which can meaningfully reduce future capital gains taxes.

– Avoids the transfer-for-value trap. Because all owners are members of the same LLC from the outset, properly structured transfers among them typically fall within IRS exceptions that keep the death benefit income-tax-free.

– Built-in flexibility. New owners can be added as LLC members without rewriting a web of cross-purchase contracts.

– Creditor separation. Holding policies in a distinct entity can offer a layer of separation from the operating company’s business risks.

What to Watch Out For

This structure isn’t a free lunch. It adds a second legal entity to maintain — its own operating agreement, its own tax filings, its own bank account for premium payments. The IRS has scrutinized partnership-owned life insurance arrangements in the past, so the LLC operating agreement needs to be drafted carefully, with real economic substance and clear treatment of premium contributions as capital contributions rather than disguised gifts. It also requires everyone to stay disciplined about funding premiums on time, since a lapsed policy defeats the entire purpose of the plan.

Is It Right for Your Business?

The insurance-holding LLC tends to make the most sense once you have three or more owners, where cross-purchase becomes unwieldy but the tax advantages over a straight entity redemption still matter. For two-owner businesses, a simple cross-purchase or entity-purchase plan may be all you need.

As with any buy-sell funding decision, this isn’t something to set up from a blog post. Work with a business attorney and a tax advisor who can model the specific numbers for your ownership structure, confirm the entity is respected for tax purposes, and make sure the policies, the operating agreement, and the buy-sell agreement itself are all pulling in the same direction. Get it right once, and it’s one less thing your partners have to worry about when the unexpected happens.

This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Consult a qualified attorney and tax professional before implementing any buy-sell funding strategy.

 

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The Cheapest Way to Fund a Buy-Sell Agreement

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, Estate Planning, Funding your Buy and Sell, Income from your business, Inside Sale, Life Insurance, Selling Your Business

By Thomas J. Perrone, CLU, CIC

Picture this: you and your business partner built something real together. Four million dollars in value, split fifty-fifty. Then, out of nowhere, your partner passes away. His widow now owns half your company. She doesn’t want to run it. She wants her money — now.

If that thought makes your stomach drop, you’re not alone. And here’s the uncomfortable truth: having a buy-sell agreement doesn’t mean you’re actually prepared for this moment.

Your Buy-Sell Agreement Is Only Half the Plan

Most business owners think a buy-sell agreement has them covered. It names a price. It names the terms. It says, in black and white, what happens when a partner leaves — through death, disability, divorce, or simply deciding to walk away.

But an agreement is only the what. It says nothing about the how. How does the money actually move from the surviving owner’s pocket into the widow’s hands? That question is where most buy-sell arrangements quietly fail — not in a courtroom, but at the bank, when it turns out the cash simply isn’t there.

Without a funded plan, owners are usually left with one of three bad outcomes:

– A fire sale — the business gets sold fast, often to a stranger, just to raise the cash.

– A forced partnership — you end up running the company with someone who never wanted to be your partner.

– The bank calls the loans — lenders get nervous about ownership uncertainty and tighten the noose.

None of that is good. And all of it is avoidable — if you fund the agreement properly, ahead of time.

The Three Ways to Fund a Buyout

Let’s use a simple example: a $4 million business, owned 50/50, with a $2 million buyout obligation. There are three real ways to cover that number.

Option 1: Cash

The instinct for a lot of owners is to just save up. Sounds responsible enough — until you run the numbers.

If your business generates $400,000 a year in distributable profit, split evenly, that’s $200,000 per partner. To fully self-fund a $2 million buyout, you’d need to set aside your entire share of profit for ten years. No raises. No reinvestment. No growth. Just money sitting there, doing nothing, in case the worst happens.

And here’s the problem nobody wants to say out loud: what if the event happens in year two? You’re $200,000 into a $2 million obligation, and your business has spent two years running on fumes because all its profit was parked in a savings account instead of working.

Cash funding only works in one scenario: if you never actually need it. The moment you do, it’s never enough.

Option 2: Borrowing

The next instinct is to borrow — a bank loan, or a note payable to the estate over time.

On a $2 million buyout, financed over ten years at 7%, you’re looking at roughly $28,000 a month. Over the life of that loan, total interest adds up to about $800,000 — money that leaves your business permanently and goes straight to the bank.

And the interest isn’t even the biggest problem. Borrowed money comes with strings: personal guarantees, the business pledged as collateral, and payments due no matter what — recession or not, lost customers or not. On top of that, a departing partner’s estate has little reason to accept a slow note when the agreement says they’re owed full value now. Notes get renegotiated. Disputes happen. And the business you’re trying to protect ends up in court anyway.

Cash starves the business. Debt mortgages it. Which brings us to the option that actually works.

Option 3: Life Insurance

Here’s the idea, and it’s refreshingly simple. You take out a life insurance policy on your partner. The business — or a properly structured trust — owns the policy and pays the premium. When your partner passes away, the death benefit arrives tax-free, within weeks. That’s your buyout, fully funded, on the spot. No fire sale. No note. No bank involved.

For a healthy partner in his fifties, a $2 million death benefit typically costs somewhere between $20,000 and $40,000 a year in premium, depending on how it’s structured.

Now compare that to the alternatives:

| Funding Method | Cost Profile | Key Risk |

  1. Cash (self-funded) | $200K/yr of profit for 10 years | Starves the business; badly exposed if the event happens early |
  2. Borrowing | ~$28K/mo; ~$800K in total interest | Collateral, personal guarantees, payments due regardless of performance |
  3. Life Insurance (trust-owned) | ~$20K–$40K/yr premium; full coverage from day one | Requires correct ownership structure and an insurable partner |

The number that tends to get people’s attention: a trust-owned life insurance approach runs roughly 74% less expensive than the next best option. And unlike cash, the coverage is fully in place from day one — not after a decade of saving.

How to Structure the Policy

Once you’ve decided insurance is the right tool, you still have to structure it correctly. There are two standard approaches.

Cross-purchase agreement. Each partner personally owns a policy on the other. When one dies, the survivor collects the death benefit and buys the deceased partner’s shares directly. Simple, clean, and it works especially well with two partners.

Entity purchase (stock redemption). The business itself owns the policies and buys back shares from the deceased partner’s estate. This tends to be easier to administer when there are three or more partners involved.

Which one is right depends on your entity type. C-corporations can run into alternative minimum tax issues under certain structures. S-corporations raise their own questions around ownership and basis. This is exactly the kind of decision that shouldn’t come from a template you found online — the structure you choose has tax consequences that can follow your family for a generation.

The Advanced Move: Trust-Owned Insurance and Key Person Coverage

If you want to do this the smart way, there’s a more sophisticated layer worth knowing about.

Irrevocable life insurance trusts. Instead of you or the business owning the policy, a trust owns it. Why bother? Two reasons. First, it keeps the death benefit out of your taxable estate — for owners with real net worth, that can mean millions in estate tax the family never has to pay. Second, the trust controls the timing and terms of the payout, so the proceeds go out exactly as the agreement says, instead of becoming a bargaining chip.

Key person insurance. This is a different tool entirely — it protects the business, not the ownership transfer. If you’ve got a key employee who runs operations or holds your most important customer relationships, their death would hit the business hard: lost revenue, lost relationships, a scramble to replace them. Key person coverage puts cash into the business to bridge that gap. It’s not for the buyout. It’s for survival. Any business with roughly five to fifty employees should have this on the radar.

Four Mistakes That Cost Owners the Most

1. Buying term insurance that expires. Buy-sell needs are permanent — you can’t predict the year something happens. Permanent coverage is the honest answer.

2. Getting the policy ownership wrong. If the person who owns the policy isn’t the same person who owes the buyout, the death benefit can trigger a tax problem and defeat the whole plan.

3. Letting the valuation go stale. The agreement says $4 million, but the business is now worth $9 million. That’s not a plan anymore — it’s a time bomb.

4. Assuming your partner is insurable. If there’s a health issue, you want to know now, while you can still get coverage — not after it’s too late.

What to Do This Week

You don’t need to overhaul everything today. Start here:

1. Pull your buy-sell agreement and ask the honest question: is this actually funded, or does it just look funded on paper?

2. Get a life insurance illustration on your partner. Just the numbers — no commitment required.

3. Have the conversation with your partner. It’s awkward, sure. But it’s a lot less awkward than the widow, the fire sale, or the bank calling your loans.

A buy-sell agreement is only as good as its funding. Of the three options — cash, borrowing, and life insurance — insurance, especially when trust-owned, is the one that’s cheapest, fastest, and most reliable when it actually matters. Get the funding question answered now, while everyone’s calm and thinking clearly, so the only thing left to work out later is the number.

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Seven Things Buyers May Pay More for When Purchasing a Business

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, evaluations, Inside Sale, Key People_Or Group, Passive Ownership, retirement, Selling Your Business, Strategies of growing business, Tax Efficient, Valuation, Value drivers, Working On Your Business


By: Thomas J. Perrone, CLU, CIC

How to Build a More Valuable and Transferable Company

Many business owners ask:

What is my business worth?

That is an important question. But an even more valuable question may be:

What can I do today to make my business worth more in the future?

When buyers evaluate a company, they are not simply looking at past revenue. They are evaluating the company’s ability to generate future cash flow—and the risks that could prevent that from happening.

Businesses with dependable earnings, strong customer relationships, capable employees, effective systems, and less dependence on the owner may be more attractive to buyers.

Here are seven things buyers may be willing to pay more for because you build the business around strong value drivers. 

1. Predictable and Growing Cash Flow

Revenue is important, but consistent profits and reliable cash flow are often more meaningful.

A company with steady earnings may be more attractive than a company with higher but unpredictable profits. Buyers want confidence that the business can continue generating cash after the sale.

Business owners should focus on improving profit margins, controlling unnecessary expenses, and creating a history of dependable financial performance.

2. Recurring Revenue and Strong Customer Relationships

Recurring revenue can make future earnings easier to predict.

Service agreements, subscriptions, maintenance contracts, memberships, and repeat customers may provide greater visibility into future revenue.

Buyers may also look at customer retention and customer concentration. A company that depends heavily on one or two customers may present more risk than a business with a broad and diversified customer base.

An important question is:

Are customers loyal to the company—or primarily loyal to the owner?

Customer relationships that can continue after the owner leaves may increase the company’s transferability.

3. A Business That Can Operate Without the Owner

Owner dependence can reduce business value.

If the owner is responsible for most sales, customer relationships, major decisions, and daily operations, a buyer may question what will happen after the owner leaves.

A useful test is to ask:

Could the company continue operating successfully if the owner were absent for 30, 60, or 90 days?

transferable it may become.

4. A Strong Management Team and Capable Employees

Buyers are not only acquiring the company’s assets. They may also acquire the knowledge and experience of their employees.

A capable management team can provide continuity and help the business maintain its performance after a sale.

Business owners should identify key employees, develop future leaders, and create strategies that encourage important people to remain with the company.

A business with leadership depth may be less dependent on any one individual.

5. Documented Systems and Operating Processes

Businesses are often more transferable when important processes are documented and repeatable.

Written procedures for sales, employee training, customer service, pricing, quality control, and financial management can help a buyer understand how the company operates.

Strong systems may also improve consistency, reduce errors, and make the business easier to manage.

The goal is to build a company that operates through reliable systems—not simply through the owner’s experience and memory.

6. A Sustainable Competitive Advantage

Why do customers choose your company instead of a competitor?

Your advantage may be a compelling reputation, specialized expertise, proprietary technology, a recognized brand, a unique service model, or long-term customer relationships.

The key is whether that advantage is sustainable and difficult for competitors to duplicate.

A strong competitive position may help protect customer relationships, support healthy profit margins, and create greater confidence in the company’s future.

7. Clean Financial Records and Lower Business Risk

Buyers need to understand the company’s financial performance.

Accurate and timely financial records can make it easier to evaluate revenue, expenses, profits, cash flow, and future opportunities.

Buyers may also examine risks involving customer concentration, debt, legal issues, insurance, technology, employee obligations, and ownership agreements.

Reducing risks can be just as important as increasing revenue.

The Common Factor: Buyer Confidence

These seven value drivers have one important thing in common:

Buyers may pay more when they have greater confidence in the future of the business. 

They want confidence that:

– Cash flow will continue.

– Customers will remain.

– Employees and management can operate the company.

– Systems are documented and repeatable.

– The company has a sustainable competitive advantage.

– Financial information is reliable.

– Business risks are identified and managed.

Two companies with similar revenue and profits may receive very different valuations because one is more predictable, less dependent on its owner, and easier to transfer.

Build Value Before You Need to Sell

Business owners should not wait until retirement is approaching to begin building value.

Improving cash flow, developing management, documenting systems, reducing owner dependence, and strengthening customer relationships may take years.

These improvements can benefit the owner even if the business is never sold. A stronger company may produce greater profitability, reduce owner stress, improve operational efficiency, and provide more choices for the future.

Through the GWT Planning System®, Business owners can evaluate where their company is today, identify opportunities to build and protect value, and develop strategies for converting business equity into future financial security.

The goal is not simply to build a business that someone else wants to buy.

The goal is to build a business worth owning, worth protecting, and worth paying more for. 

tperrone@necgginc.com

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What Buyers Really Look For When They Buy a Business

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Company Wealth, Estate Costs, Funding your Buy and Sell, Income from your business, Key People_Or Group, Life Insurance, Life Insurance Types, Transfer Costs, Value drivers, Working On Your Business

 What Buyers Really Look For When They Buy a Business

It’s Not Just About Profits—It’s About Confidence

By Thomas J. Perrone, CLU,CIC

Many business owners assume that if their company is profitable, buyers will line up and pay top dollar when it’s time to sell. Unfortunately, that’s rarely how the market works AND how a transition of their business happens. Professional buyers don’t simply buy earnings—they buy certainty when purchasing a business. They want confidence that the business will continue to produce predictable profits after the current owner walks away. The less risk they see, the more they’re willing to pay. Whether you plan to sell in three years or twenty, understanding what buyers value today gives you the opportunity to dramatically increase the value of your business before you ever put it on the market.

Buyers Want Predictable Cash Flow The first question every serious buyer asks is simple: Will this business continue generating cash flow after the owner leaves? Businesses with recurring customers, consistent profitability, stable margins, reliable financial reporting, and strong cash flow command significantly higher valuations because they reduce uncertainty. The more predictable your financial performance, the more valuable your company becomes.

Buyers Want a Business—Not a Job One of the biggest reasons businesses receive lower offers is owner dependence. If every important decision requires you… If customers only trust you… If employees rely on you… If sales stop when you stop… Then buyers aren’t purchasing a business. They’re purchasing your job. The more independent your company becomes, the more attractive it becomes to buyers.

Strong Financial Records Build Trust Professional buyers expect financial statements they can rely on. They look for:

  • Accurate financial statements
  •  Clean tax returns
  •  Monthly reporting
  •  Normalized earnings
  • Organized documentation

Disorganized books create doubt, and doubt always lowers value. Great Leadership Creates Premium Value Businesses with strong leadership teams consistently receive higher purchase offers.  Why? Because buyers know the company can continue operating successfully without the owner being involved in every decision. Companies with defined responsibilities, accountability, low employee turnover, and future leaders already in place are viewed as lower-risk investments.  

Systems Are More Valuable Than Heroics Many successful businesses rely on talented people. Exceptional businesses rely on systems. Documented procedures, operating manuals, training programs, technology, and standardized processes allow a company to produce consistent results regardless of who is running the day-to-day operations. People eventually leave.  Systems remain.

Diversification Reduces Risk Imagine one customer accounts for 40% of your revenue. A buyer immediately sees risk. The same concern exists if your company depends on one salesperson, one supplier, or one product. Diversifying your customer base and revenue sources creates stability—and stability increases business value.

Buyers Purchase Future Growth Buyers aren’t just investing in today’s profits. They’re investing in tomorrow’s opportunities. They want to know:

  •  Can revenue increase?
  •  Can margins improve?
  •  Are new products possible?
  • Can technology improve efficiency?
  • Can the business expand into new markets?

Often, future growth potential is worth more than current earnings.

Eliminate Deal Killers Before Buyers Find Them Unexpected problems can quickly reduce purchase price—or stop a transaction entirely.

  • Common deal killers include:
  • Pending legal issues
  •  Poor contracts
  •  Tax problems
  •  Environmental concerns
  •  Employee disputes

The fewer surprises buyers uncover during due diligence, the smoother and more profitable the transaction becomes.

The Most Valuable Businesses Are Transferable Ultimately, buyers ask one question: **”Can I step into this business and continue operating successfully?”** If the answer is yes, buyers compete. If the answer is no, they negotiate. Transferability is one of the greatest drivers of business value. ## The Best Time to Prepare Is Years Before You Sell Increasing the value of your business isn’t something you accomplish six months before retirement. The most successful exits are planned years in advance.

Owners who prepare early enjoy:

  • Higher business valuations
  •  More negotiating leverage
  •  Greater financial security
  •  More retirement options
  •  Less stress during the sale process

How the GWT System Helps Business Owners Increase Business Value The GWT System was designed to help business owners move beyond simply operating their company to building a business that creates long-term wealth. By focusing on enterprise value, executive compensation strategies, retirement planning, succession planning, and owner independence, business owners can strengthen both their company and their personal financial future. The goal isn’t simply selling your business.  The goal is creating financial freedom.

Ready to Find Out How Valuable Your Business Really Is? If you’d like to learn how prepared your business is for a future sale—or discover the areas that could significantly increase its value—schedule a confidential conversation today. Thomas J. Perrone, CLU, CIC, New England Consulting Group of Guilford, Inc. **Building and Protecting Your Business Worth**,Helping business owners build wealth, increase enterprise value, and retire with confidence.

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The Asset Gap: The Silent Threat to Your Exit Plan

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, Estate Planning, Selling Your Business, Strategies of growing business, Testimonial Page, Transfer Costs, Valuation

By Thomas J. Perrone, CLU, CIC (Excepts from John Brown’s “The Definitive Guide To Addressing The Asset Gap. (Thank you John)

Why the number in your head may have nothing to do with the number you actually need — and how to find out before it’s too late to fix.

The Asset Gap: The Silent Threat to Your Exit Plan

Most business owners believe they know two numbers cold: what their business is worth, and what they’ll need to live on once they sell it. Those two beliefs quietly shape every decision an owner makes about timing an exit, negotiating a deal, and walking away with peace of mind. The uncomfortable truth is that for the vast majority of owners, at least one of those numbers is wrong — and the gap between belief and reality has a name: the Asset Gap.

What Is an Asset Gap, Really?

The Asset Gap is simply the difference between what a business owner currently has and what that owner actually needs to exit the business on his or her own terms. It sounds like a straightforward math problem. In practice, almost no owner has done the math.

Every real Gap Analysis asks five questions:

  • Is your financial security goal accurate, or unrealistically low?
  • Have you accurately quantified the resources available to you today?
  • Do you have an Asset Gap — a shortfall between what you have and what you need?
  • How big is that gap?
  • What must you do to close it?

Here is the number that should stop every owner in their tracks: only 18% of business owners have ever discussed their exit with an Exit Planning Advisor. The other 82% are running their most important financial decision on assumptions, sentiment, and hope — often until it is too late to do anything about it.

The Misperception Spell

John H. Brown, founder of the Business Enterprise Institute, gave this problem a name: the Misperception Spell. It describes what happens when the information an owner is using to plan an exit is vastly different from the facts. Six assumptions feed the spell most often:

  • The amount of income they’ll need after they exit
  • How long they and their spouse will live
  • The rate of return they expect on invested assets
  • The value they assign to their company
  • The growth rate they predict for value and cash flow
  • The net proceeds they expect from a sale

The Misperception Spell isn’t a character flaw — it’s just what happens when nobody has run the numbers.

Francis: A Gap Analysis in Action

Consider Francis, a business owner who was confident he had no Asset Gap at all. When his numbers were finally tested against the facts, the picture changed dramatically.

What Francis TrackedHis AssumptionThe Facts (After Gap Analysis)
Business value$1.5 million$1 million (appraised, pre-tax)
Post-exit income needed$120,000 / year$200,000 / year (pre-tax)
Years of retirement funded25 years33 years (life expectancy)
Withdrawal / return rate7%4%
Investable assets needed~$2 million$4.5–5 million

The result: a real Asset Gap of $2 to $3 million — not the $0 gap Francis believed he had. Every one of his assumptions was reasonable. Every one of them was also incomplete or optimistic in a way that, left unchecked, would have surfaced only after he could no longer fix it.

The Asset Gap as a Map

Every client’s journey toward a successful exit has four elements, and they answer four simple questions: Where are you? Where are you going? What’s the distance? How do you get there?

  • A Starting Point — business value (after tax), non-business investments, and expected Social Security.
  • A Destination — the investable assets needed, based on life expectancy and spending needs.
  • The Distance — the dollar gap between what an owner has today and what the goal requires.
  • The Map — a step-by-step plan, built with the owner’s Advisor Team, to close the gap by the exit date.

A Small Investment Buys Real Facts

Francis’s full Gap Analysis — a business appraisal, a CPA review, and a financial planning assessment — cost him $5,000. Professional valuations of this kind typically run $5,000 to $10,000: a modest price next to the cost of building an entire Exit Plan on guesses.

A real Gap Analysis pays off in five ways. It:

  • Clears misperceptions before they sabotage the Exit Plan
  • Keeps owners in control of their business and their timeline
  • Replaces assumptions with facts the whole Advisor Team can use
  • Puts the upfront cost in context against the far greater cost of guessing wrong
  • Motivates owners to act sooner, while there is still time to close the gap

Be the Exception

Most owners discover the true size of their Asset Gap only when they are ready to exit — the one moment when it is hardest, and sometimes impossible, to do anything about it. You do not have to be one of them.

Review the five Gap Analysis questions early, and revisit them often. Replace sentiment and hope with facts from a real Advisor Team. Give yourself the best chance to exit when you want, for the money you need, to the person you choose.

Ready to Find Your Number?

If you have never had your own Asset Gap quantified, now is the time — not the year you plan to walk away. Take the three-minute Business Owner Viewpoint Survey to get your own “Where You Are” report, or reach out directly to start a conversation about your Gap Analysis.

Thomas J. Perrone, CLU, CIC

President & Founder, New England Consulting Group of Guilford, Inc.

203.530.6615 | tperrone@necgginc.com

Source contribution: John Brown and the Business Enterprise Institute, Exit Planning Series.

What Buyers Are Really Buying

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Buy and Sell Agreements, Company Wealth, Estate Costs, Estate Planning, evaluations, Inside Sale, Key People_Or Group, Selling Your Business
WHITE PAPER

Building Business Value Before You Sell:

Why a Stable, Motivated Management Team Is Your Most Powerful Value Driver

By: Thomas J. Perrone, CLU, CIC

New England Consulting Group of Guilford, Inc.

Business Consultants of New England

Part of the GWT Planning System™  ·  Transition Planning Series

Executive Summary[i]

When a buyer evaluates your business, they look far beyond your balance sheet. They are buying your future earnings — and they will pay a premium price only if they believe those earnings are protected, sustainable, and not dependent on you alone.

The single most important factor in commanding a top-dollar sale price is a stable, motivated management team supported by a high-performing workforce. Without it, no other value driver can fully compensate. With it, every other aspect of your business becomes more credible, more transferable, and more valuable.

Prior to a sale, you must create value within the business and then conduct a sale process that compels the buyer to pay top dollar for it. The time to act is now — not when you are ready to sell.

What Buyers Are Really Buying

In the Merger & Acquisition marketplace, your company will undergo intense buyer scrutiny. Buyers look at more than EBITDA; they look for attributes they believe reduce risk and increase return. In short, the business must have a good story — in both past and future tenses.

These attributes are called Value Drivers. They are the qualities that cause buyers to pay a premium price for a business. The absence of Value Drivers can mean that your business has no value to a third-party buyer at all.

The primary Value Drivers a buyer evaluates include:

  • Stable, motivated management and a high-performing workforce
  • Systems that sustain the growth of the business
  • Established and diversified customer base
  • Appearance of the business facility consistent with asking price
  • Realistic growth strategies
  • Effective and documented financial controls
  • Growth in cash flow, profitability, revenue and sales
  • Presence in an attractive business sector
  • The existence of protected proprietary technology

Note that Value Drivers do more than increase the amount of cash in your pocket at closing. They also increase the marketability — or sale ability — of your business. For example, if you lack a capable management team, many buyers will have no interest in your company regardless of your financial performance.

Value DriverWhy It Matters to Buyers
Stable, Motivated Management TeamFoundational — enables all other value drivers
High-Performing WorkforceEnsures continuity of production and service
Systems That Sustain GrowthScalable operations reduce owner dependency
Established & Diversified Customer BaseReduces revenue concentration risk
Realistic Growth StrategiesDemonstrates future earnings potential
Effective Financial ControlsSignals reliability and credibility to buyers
Growth in Cash Flow & ProfitabilityDirectly influences EBITDA multiples
Protected Proprietary TechnologyCreates competitive moat and premium pricing

The Premier Value Driver: Your Management Team

Of all the Value Drivers, the stable, motivated management team stands first among equals. This is the chapter’s central thesis, and it is worth understanding why.

None of the other Value Drivers can be achieved through your efforts alone. It takes a team — a strong management team — to accomplish all of them. As any sophisticated buyer understands, the absence of a management team signals that other vital aspects of the business are also deficient.

Buyers want to know two things about your management team:

  • Does the team extend beyond the owner?
  • Will that team stay when the owner leaves?

If you cannot answer yes to both questions, you have significant work to do before you approach the market.

“If no one came to work tomorrow, what would the company produce?” — Paula Cope, Business Consultant. The answer is nothing. Your workforce is not a cost center; it is your primary production asset.

What a Management Team Actually Does

Your management team includes the people responsible for:

  • Setting and implementing the company’s strategic direction
  • Aligning strategic objectives with the company’s mission and vision
  • Monitoring and controlling high-level activities within the business plan
  • Motivating and supervising other employees

In many small businesses, this “team” is one person: the owner. To build a championship organization — and to command a championship sale price — the management team must include people with a variety of complementary skills. A football team with a star quarterback who lacks supporting players cannot win a season. The same principle applies to your business.

Key Employee Incentive Plans: The Retention Strategy

Building a strong management team is only half the challenge. Keeping them is the other. This is where Key Employee Incentive Plans become essential tools for every business owner planning an eventual exit.

Short-Term Plans: The Stay Bonus

A Stay Bonus is a straightforward but powerful tool designed to retain key employees through a specific event — most commonly a business sale or ownership transition. The structure is simple: the employee receives a defined bonus if they remain with the company through a specified date or event.

Stay Bonuses serve multiple strategic purposes:

  • They signal to key employees that they are valued and critical to the transition
  • They protect the buyer’s investment by ensuring continuity of the team they are acquiring
  • They provide the seller with leverage to maintain workforce stability during the sale process

For the business owner, the cost of a Stay Bonus is almost always recaptured in the form of a higher purchase price. A buyer who knows the management team is secured through transition will pay more for that certainty.

Long-Term Plans: Non-Qualified Deferred Compensation

For owners who want to retain key employees over the long term and build meaningful financial incentives tied to business performance, Non-Qualified Deferred Compensation (NQDC) plans offer significant flexibility.

Unlike qualified retirement plans, NQDC plans are not subject to ERISA contribution limits or nondiscrimination rules. This means you can:

  • Design customized compensation packages for specific key employees
  • Defer compensation to reduce current payroll tax obligations
  • Tie vesting schedules to tenure or performance milestones
  • Create a golden handcuff that makes it financially costly for key people to leave

When structured properly, these plans do not appear on your balance sheet as funded liabilities, while still creating a compelling retention incentive for the people most critical to your business’s continued success.

EBITDA, Multiples, and Why Management Matters to the Math

Buyers in the lower middle market typically value businesses using an EBITDA multiple. The multiple they apply — which might range from 3x to 8x or more depending on industry and size — is not arbitrary. It reflects their assessment of risk.

A business that is owner-dependent receives a lower multiple because the buyer perceives that the business may not survive the owner’s departure. A business with a stable, documented management team receives a higher multiple because continuity is de-risked.

ScenarioEBITDAIllustrative Value
Owner-dependent (4x multiple)$500,000$2,000,000
Strong management team (6x multiple)$500,000$3,000,000

Same EBITDA. A $1,000,000 difference in business value — driven entirely by management team quality.

The Action Plan: What to Do Before You Are Ready to Sell

The business owner who begins building Value Drivers three to five years before an anticipated exit will always receive a higher price than one who waits until they are emotionally ready to leave. Here is the framework we recommend:

Step 1: Identify Your Key People

Who in your organization is essential to your continued success? Who would a buyer insist stays through and after the transition? These are your key people, and they require a deliberate retention strategy.

Step 2: Design the Right Incentive Structure

Not all key employees are motivated by the same rewards. Some are driven by equity participation; others by guaranteed income; others by long-term deferred compensation. The right plan depends on the individual, the timeline, and the tax implications for both parties.

Step 3: Document Your Management Processes

A management team is only as valuable as the systems it operates. Buyers look for documented processes, defined accountability, and evidence that the business can run without you. Org charts, operating manuals, and performance management systems all contribute to business value.

Step 4: Coordinate with Your Advisory Team

The most effective pre-sale value building happens when your financial planner, HR consultant, compensation specialist, and business strategist are working from the same playbook. This is precisely why Business Consultants of New England was formed.

The GWT Planning System addresses three threats to every business owner’s financial future: Overpaying Taxes, Wealth Erosion, and Business Transition Failure. Building a motivated management team is a direct intervention against the third threat.

About the Author & Business Consultants of New England

Thomas J. Perrone, CLU, CIC is the Founder and Principal of New England Consulting Group of Guilford, Inc., with over 55 years of experience serving business owners in Connecticut and New England. He specializes in advanced plan ning strategies including the GWT Planning System, business succession and exit planning, executive compensation, and wealth transfer.

Business Consultants of New England is a collaborative alliance of five independent specialists united around a single purpose: helping business owners grow, protect, and transition their businesses with confidence.

 

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tperrone@necgginc.com  ·  203-530-6615  ·  www.bpbpgrp.com

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© 2026 New England Consulting Group of Guilford, Inc. · Business Consultants of New England · All Rights Reserved.

[i] Ref:  Cash Out Move On – John H. Brown publication This white paper draws on Chapter 6 of Cash Out — Move On to explain the concept of Value Drivers, why a strong management team is the foundation of business value, and what business owners with 5 to 50 employees can do — starting today — to build that value before they are ready to sell.