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Continued: Business forum: Do as I say, not as I do

  • Article by: RYAN G. MIEST
  • Last update: December 23, 2012 - 6:46 PM

Bill is a 60-year-old man who has spent his career in the wealth management business. He grew his company into a thriving business that employs several people, including his son Andy. The business now represents the vast majority of his retirement assets. Bill isn't slowing down, and hasn't even thought much about retirement.

In other words, Bill is the prototypical small investment adviser. Although they are paid to counsel clients on retirement matters, more than 40 percent of them lack a written succession plan, according to an article on Investopedia. It's the proverbial case of "Do as I say, not as I do."

Bill's story could have a happy ending.

More likely, however, are the following scenarios: the value of the business may decline; the market for acquisitions of investment advisers' firms may slow; because of Bill's failure to plan, the business may not be salable; and son Andy may be unwilling or unable to manage the business. Any of these events could leave his lifetime of work and millions of assets under management next to worthless.

These same principles apply to other service businesses that are managed on a cash-flow basis, have relatively few assets and rely heavily on a small number of individuals to generate revenue.

Many of the risks facing owners of these businesses cannot be eliminated, but they can be managed through planning and preparation.

But this often requires years and the guidance of experienced professionals.

Selling to third parties

For a variety of reasons, Bill may prefer to sell his business to a third party. First, he may simply want an immediate cash payment for his business. Second, a third party might offer scale, distribution capabilities and operations assistance that could allow the business to thrive, not just survive, when he retires. Finally, Bill may not believe Andy has the skills or motivation necessary to run the business.

Different types of business will have different prospective buyers. For example, Bill's firm may be of interest to a regional competitor and a national, full-services financial services company. A realistic analysis of the potential buyers of a business is important, because different buyers will have different motivations and preferences that will affect how much and when Bill will get paid. Bill may want to consider hiring an investment banker or other professional that works in the area.

Bill will also need to prepare the business for a sale, which typically involves cleaning up and improving financial results and managing the business in a way that will allow it to someday be effectively transferred to a third party. Experienced advisers can help identify problem areas and develop a plan to address them.

It's important to note that even after the business has been made presentable, it may still take a year or more to complete a sale. Also, any buyer likely will ask Bill to continue to work with the business for a year or more after the sale.

Bill may decide Andy should take over the business. What better gift to your son than your life's work, which should ensure young Andy a good income and financial security for life?

On the other hand, Andy may not be interested in owning his dad's business. And even if Andy wants the business, will he have the vision, skills and discipline that will be necessary to succeed? Will Bill's clients stick with Andy? Will the projected performance of the business be sufficient for Andy to simultaneously run the business, pay himself and pay Bill?

If not Andy, what about other members of the firm's management team?

All of these issues surface in any transition of a business to an internal successor, which happens to be the most common succession plan for investment advisory firms.

Even if Andy is interested and qualified, he probably doesn't have all the skills he will need. Bill will need to make his clients comfortable with Andy so he does not lose their business when Bill retires. Andy will need to learn all aspects of the operation, even those that have never been part of his job description. Both Bill and Andy will need to effectively communicate the transition to employees, and make sure current employees do not become disgruntled or quit.

Bill and Andy will also need to agree on a value for (or method for valuing) the business and a timeline for the transition. They will need to agree upon the consequences if the business does not meet expectations, and how to appropriately allocate the risks associated with the transaction. And they will need to negotiate and reach an appropriate agreement, all while maintaining a positive professional and personal relationship.

At some point, all business owners must exit their business. If an owner is proactive and begins planning early, he or she can enjoy the fruits of his or her labor and watch the business thrive after retirement.

Those who procrastinate will fail to achieve the best value for their business, if they are able to sell or transition it at all. Unfortunately, by failing to plan, a business owner allows one of life's most important decisions to be made for him or her.

  • ABOUT THE AUTHOR

    Ryan G. Miest is a shareholder and co-chair of the investment management practice group at the Minneapolis law firm of Fredrikson & Byron, P.A. His e-mail is rmiest@fredlaw.com.

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