Tag: marketing

What to Do When Your Business Partner Wants Out (50/50)

by YOUR BUSINESS WORTH, posted in Uncategorized

By Thomas J. Perrone, CLU,CIC

You and your partner own a business fifty-fifty. You’ve been in it together for years. It’s going well. And then one day he sits you down and says, “I’m done. I want out.”

Now what?

You can’t fire him — he owns half. You can’t ignore him — he’s still a decision-maker. And if the two of you disagree about what the company is worth, you’re deadlocked. Nothing gets done. Clients feel it. Employees feel it. The business starts bleeding.

Without a plan for this moment, here’s what usually happens next: a long, expensive fight. A court deciding your company’s future. Or a fire sale to a stranger who doesn’t care what you built. None of those outcomes are good — and every single one of them is avoidable.

 Why 50/50 Partnerships Deadlock So Easily

If you’re in a fifty-fifty partnership, or thinking about forming one, it’s worth understanding why this structure is so dangerous — because it sounds so fair.

Fifty-fifty. Equal partners. Equal say. What could be wrong with that?

Here’s the problem: a fifty-fifty split is a partnership with no tiebreaker. On any big decision, you have exactly two votes — one for, one against. When they cancel out, nothing moves.

Day-to-day, that works fine. You split the work, the profit, the decisions. But the moment a partner wants out, that equal split becomes a weapon. He’s not just a co-owner anymore — he’s a veto.

And here’s the uncomfortable truth: most buy-sell and partnership agreements don’t handle this well. They name a price. They name terms. But they never answer the question that actually breaks deals — what happens when one of you wants to leave and you can’t agree on the number?

Step 1: Valuing the Departing Partner’s Share

The first thing that goes wrong is the valuation.

Say the business does $4 million in revenue and generates about $400,000 a year in profit. Your partner says, “I’m out. I want my fair share.” Fair share of what? He’s not asking for $400,000 — he’s asking for the value of his half of the *company*. And that number depends entirely on how you value it.

Your accountant might say the business is worth one times earnings — $400,000. Your partner brings in his own appraiser, who says it’s worth five times earnings — $2 million. Because if he’s selling, he wants the highest number. If you’re buying, you want the lowest. Neither of you is wrong. You’re just on opposite sides of the same coin.

Now you’ve got two appraisals a million-plus dollars apart, and an agreement that just says “fair market value.” But fair market value is a phrase that starts lawsuits, not a number that settles them.

This is the first reason deadlocks happen — not because the business isn’t valuable, but because nobody locked in *how* it would be valued before the exit. That’s not a math problem. That’s a planning problem. And it’s fixable.

Step 2: The Money Problem

Say you get past the valuation. You and your partner agree the business is worth $4 million. His half is $2 million. Great. Now the real question: where does two million dollars come from?

“I want out” and “here’s your money” are two very different sentences. This is where most buy-sells actually fall apart — not in the courtroom, but in the bank.

Pay him over time?Two million dollars over ten years is over $200,000 a year — out of a business generating $400,000. That’s half your profit, gone, for a decade. That’s not a buyout. That’s a slow bleed.

**Borrow it?** The bank will lend, but now the business is collateral, you’re on personal guarantees, and you’re paying interest on top. On $2 million financed over ten years, that’s hundreds of thousands of dollars in interest — money that leaves your company for good.

**Fund it in advance with life insurance.** A policy on your partner’s life, owned correctly, so the money arrives when you need it — a structured payout that doesn’t starve the business. This is the funding question almost nobody covers, and it’s the difference between a clean exit and a collapse.

So now we get to the tool that actually solves this: the shotgun clause.

Some call it a “buy-sell” clause or a “put-call” arrangement, but the shotgun is what breaks a deadlock fast. Here’s how it works: either partner can name a price for the whole business — say, $4 million. The other partner then has a choice. Buy the departing partner’s half at that price, or sell their own half at that same price.

Watch what that does. It’s elegant. If your partner says, “I’ll sell my half for $2 million,” you decide — buy at $2 million, or sell your half for $2 million. Your partner has to be honest about the number, because if he names a price too low, you might just buy his half at that bargain. If he names it too high, he might end up buying yours at that premium.

The shotgun makes both sides name a fair number, because neither of you knows which side of the deal you’ll end up on. It’s the closest thing to self-enforcing fairness in a business partnership.

A word of caution, though: the shotgun isn’t for every situation. It works best when both partners actually have the ability to buy — meaning the money’s available. And it needs to be drafted by someone who understands the tax consequences, because those consequences can follow your family for a generation.

But for a fifty-fifty deadlock, where neither side will budge and neither side will blink, the shotgun clause is the cleanest exit there is.

 The Mistake That Turns a Deadlock Into a Lawsuit

Here’s the mistake I see owners make over and over — the one that turns a fixable deadlock into a years-long lawsuit.

Most owners don’t put a buy-sell or shotgun clause in place until a partner actually wants out. By then, it’s too late.

Here’s what happens: a partner says “I want out.” There’s no clause. So now you’re negotiating a price between two people who are already in a fight. You don’t agree on the number. You don’t trust each other. And every day that passes, the relationship gets worse and the business bleeds more.

By the time someone suggests a shotgun clause, it’s already adversarial — and clauses drafted in the middle of a conflict are expensive and rarely end well.

The time to put the shotgun in place is the same day you sign the partnership agreement, when you’re both calm, fair-minded, and thinking clearly. That’s when you lock in the mechanism, so that when the exit happens — and it will happen — the tool is already there, and the only thing left to figure out is the number.

Your 3-Step Action Plan

Here’s what to do this week:

1. **Find your deadlock clause.** Pull out your partnership or buy-sell agreement. No shotgun or buy-sell mechanism? That’s red flag No. 1 — and it’s fixable today.

2. **Lock in a valuation formula.** Not “fair market value at the time.” A specific formula — a multiple of earnings you both agree on and update yearly.

3. **Have the conversation.** It’s awkward to talk about the day one of you leaves. But the deadlock, the lawsuit, and the fire sale are far more awkward.

Picture the owner who has to sell because his partnership broke down with no plan in place. That’s a fire sale waiting to happen. Don’t let that be your business.

Plan the exit before the exit plans you.

Download your free report: The Buy and Sell Agreement Checkoff Guide

Learn about our planning GWT Planning System® AND how it can help you design a solid Buy and Sell Agreement :  GWT Planning System®  

Want a discussion? For a free Consultation:  Tom’s Calendar 

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Seven Things Buyers May Pay More for When Purchasing a Business

How to Identify and Solve the Problems Holding Your Business Back

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Company Wealth, Income from your business, Inside Sale, Key People_Or Group, Passive Ownership, retirement, Selling Your Business, Strategies of growing business, Tax Efficient, Team

A Simple Business Planning Process for Growth, Value, and Future Freedom

By Thomas J. Perrone, CLU, CIC

Most business owners are excellent at solving immediate problems — customer concerns, cash flow, staffing, vendor issues. What often gets neglected are the larger problems quietly limiting growth, value, and future options.

The greatest danger isn’t having problems. It’s failing to identify the ones that could affect your business’s future — and your own financial security.

That’s the purpose of the One Page Solution: a simple process for evaluating your company, identifying the most important issue, and taking manageable steps toward a solution — one problem at a time.

Growth and Transition Are Connected

Business owners tend to treat growth and transition as separate issues. They aren’t.

Growth is about the systems, people, and performance that build a stronger company. Transition is about your eventual exit — retirement, sale, family succession, or an unexpected disability or death.

The two are linked: greater profitability creates options for personal wealth and retirement security, while your personal goals (retiring in five years? reducing involvement? no clear successor?) shape the decisions you make in the business today.

The One Page Solution Framework

Start with one question: What is the most important problem that could prevent you from reaching your business and personal goals?

Then map it out:

  1. The problem — what needs addressing
  2. The consequences — what happens if it’s ignored
  3. The desired outcome — what success looks like
  4. The roadblocks — what could get in the way
  5. The action steps, owners, and timeline — who does what, by when
  6. The review process — how you’ll track progress

You don’t need to fix everything at once. One important problem. One practical solution. One step at a time.

A Job vs. a Business

Ask yourself: Could you leave your business for three months without checking in, and still expect it to run well?

If not, the company may depend too heavily on you — which means you’ve built a job, not a transferable business. A buyer doesn’t want to purchase your personal effort; they want a company with systems, culture, and a management team that can operate without you.

Identify Roadblocks Early

Every strategy has roadblocks — a management gap, an under-financed buyer, too much personal wealth tied up in the company. Naming these early gives you time to solve them before they become forced decisions driven by illness, a downturn, or an unplanned sale opportunity.

Small Steps, Coordinated Advisors

Building value and preparing for transition takes time, but the first step can be small: review your company’s value, document one key system, or schedule a meeting with your advisor team (accountant, attorney, financial advisor, valuation professional). Coordinating their efforts — not just having them — is what drives results.

Start With the Right Question

If you had to leave your business tomorrow, would it continue to succeed — and would you be financially prepared?

Your answer points to the one issue worth solving first. Identify it. Understand the consequences. Define the outcome you want. Then take the first step.

Ready to identify what’s limiting your company’s growth, value, or future options? Schedule a conversation to start building a practical strategy for building and protecting your business worth.

Thomas J. Perrone, CLU, CIC is a business planning professional, author, and host of the podcast Building and Protecting Your Business Worth.

About the Author

Thomas J. Perrone, CLU, CIC is a business planning professional, author, and host of the podcast Building and Protecting Your Business Worth. He works with business owners to help them build business value, protect the company from unexpected events, develop strategies for business transition, and convert business success into long-term personal financial security.

Ready to identify the problems that may be limiting your company’s growth, value, or future options?

Schedule a conversation to discuss your business goals and begin developing a practical strategy for building and protecting your business worth.

 

For A full Report Click Here:

tperrone@necgginc.com

www.bpbpgrp.com/tom

YouTube: THE THREE UNAWARE MISTAKES business owners make!

POdcast: Hidden Dangers Every Business Owner Needs to Address

Download your Free Report: Hidden Mistakes Business Owners Make

You Built the Business. Now Let’s Make Sure It Pays You Back.

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Company Wealth, Estate Planning, Income from your business, retirement, Selling Your Business, Uncategorized, Valuation, Value drivers, Working On Your Business

By: Thomas J. Perrone, CLU,CIC -New England Consulting Group of Guilford, Inc.

A planning system that helps business owners build value in their business,  stop overpaying taxes, stop losing wealth, and creates  business value and aa path so they can walk away from their business with their wealth, and on their own terms.

The Problem

“Many business owners struggle to build personal wealth because business cash flow demands keep their money tied up. Our three-step process creates financial clarity, helps reduce wealth lost to taxes and uncertainty, and positions owners to walk away wealthy when it’s time to exit.”

Most business owners struggle with creating future wealth for their personal economic security because their businesses require so much of the financial resources and cash flow to continue to operate and grow the business.

You started with nothing but an idea and a willingness to outwork everyone else. Years later, you’ve built something real — payroll, customers, a name people trust.

But here’s what nobody tells business owners: most of your wealth is trapped. It’s tied up in a business that’s hard to value, harder to sell, and taxed at every turn. Your “retirement plan” is a vague hope that someone, someday, will buy the company for what it’s worth.

Meanwhile, every year you wait:

  • You overpay taxes on money you’ve already earned
  • Inflation and poor structuring quietly erode what you’ve built
  • Your business becomes more dependent on you, not less — which makes it harder to sell or step back from

You didn’t spend decades building this business just to hand the upside to the IRS, or to find out too late that no one wants to buy it.

You built it so you could walk away wealthy.

The Guide

That’s the problem I solve for with business owners — not as a generalist financial advisor, but as a specialist in one specific question:

How do you turn the value locked inside your business into wealth in your own hands?

I understand how hard you’ve worked—and how much of that effort has yet to become personal wealth. I learned this firsthand when my father died at 51 with nearly all his business value trapped inside the company. The company was ultimately sold for pennies on the dollar. The heartbreak my family endured motivated me to make sure other business owners would never have to experience a situation like ours.

A Three Step System to Extract the Wealth You’ve Built When You Need It the Most!

#1 GROW — Find out what your business is worth AND if you are taking advantage of all the planning opportunities available to you. A three-minute survey, called the Business Owners Personal Viewpoint, gives us enough info to create a “WHERE YOU ARE REPORT”. (A Barometer of your business).

We start with a clear-eyed look at your business value today, and what’s driving — or hurting it. Also, what areas of your planning are effective and ineffective up to now!

#2 PROJECT WEALTH — Stop the leaks- and missed opportunities!

We find where you are overpaying in taxes and where your personal wealth is exposed — then fix it. “OUR DISCOVERY REPORT”

#3 TRANSITION — Build your exit before you need it

We build the plan that lets you leave the business — by choice, not by crisis — with the money in your pocket, not just the memories. It is a plan by “Design” and not a plan by “Default”.

Resources:

Check out this video:  “Business Owners Getting This Wrong: A trapped Retirement plan. 

Get your Free Report: Building Wealth Through Your Business!

Want to discuss, use my calendar:  Toms Calendar  

 

 

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.

Performance Management for Small Businesses: 5 Things Every Owner Needs to Know

by YOUR BUSINESS WORTH, posted in Business Growth and Transition, Company Wealth, evaluations, Income from your business, Key People_Or Group, Passive Ownership, Team, Value drivers

From the Building and Protecting Your Business Worth Broadcast | Guest: Ken Somers

By: Thomas J. Perrone, CLU,CIC

Running a small business means wearing every hat — but one role too many owners neglect is that of a true people manager. On a recent episode of the Building and Protecting Your Business Worth Broadcast, hosted by Thomas J. Perrone of New England Consulting Group of Guilford, guest Ken Somers broke down five critical areas where small businesses can’t afford to fall behind.

1. Performance Management Isn’t Just for Big Companies

Even the smallest teams need structure around performance. Without clear expectations, feedback loops, and accountability, small businesses often lose their best people — or keep their worst ones too long. Performance management doesn’t have to be bureaucratic. Done right, it creates clarity, motivation, and a culture where people actually want to show up and do their best work.

2. Management Succession: Plan Before You Have To

Most small business owners have never thought about what happens if they step away — suddenly or by choice. A basic management succession plan doesn’t require an HR department. It starts with identifying who on your team could step up, what gaps exist, and how you’d develop them over time. Waiting until a crisis hits is the most expensive way to learn this lesson.

3. Rising Healthcare Costs? There Are Smarter Options

Medical insurance is one of the fastest-growing costs for small business owners, and many are still using outdated group plan structures. Two alternatives worth exploring: ICHRA (Individual Coverage Health Reimbursement Arrangement) and QSEHRA (Qualified Small Employer HRA). Both allow employers to reimburse employees for individual health insurance, giving owners cost control and employees more flexibility — without the volatility of traditional group premiums.

4. Every Leader Needs a Coach

Small business owners tend to go it alone. But the most effective leaders — at every level — have coaches. Whether it’s a business coach, executive coach, or peer advisory group, outside perspective helps leaders see blind spots, make better decisions faster, and avoid the isolation that comes with being at the top. If you want your leadership team to grow, coaching isn’t a luxury — it’s infrastructure.

5. Culture: Why It Matters More Than You Think

Culture in a small business isn’t a ping-pong table or a mission statement on the wall. It’s the set of unwritten rules that determine how your team behaves when you’re not in the room. A strong culture attracts better talent, reduces turnover, and makes your business more resilient. Ignoring it doesn’t mean you don’t have one — it just means someone else is defining it for you.

Questions or comments from the broadcast? Reach out to Thomas J. Perrone directly at tperrone@necgginc.com. His book, “Unlocking Your Business’ DNA,” is available on Amazon in paperback and Kindle — with profits going to Veteran Groups.

ken@somershrsolutions.com

(508) 507-1207