Ownership Transfers to Insiders
Step 1 - Identify Owner Objectives
Each Component of the Exit Plan relies on the owner’s objectives with respect to that Component to propel the
business owner toward his or her overall objectives. Objectives in this Component often include a desire to provide
employees or children with an opportunity to acquire ownership. Owners also typically want to receive full fair value
for their ownership interest. The results of an analysis of the business owner’s financial needs determine how much
he or she must receive in connection with an ownership transfer.
Step 2 - Identify Business and Professional Financial Resources
It is equally important to isolate what the business owner has to work with. The value of the business, expected
future performance of the business and the owner’s non-business financial resources combine to create the parameters
within which planning takes place. Future cash flow of the business is likely to fund the ownership transfer, either
directly or indirectly. The business value must fill the gap between an owner’s other financial resources and his or
her financial needs.
Component
Business owners frequently express interest in selling their ownership interests to insiders (co-owners, family
members or key employees). However, the tools and techniques available for accomplishing these transfers in a manner
that achieves the owner’s objectives in the areas of business value, transaction timing, risk minimization and
control of the business are not always obvious. A variety of methods are available to owners in this situation:
using individual or company performance criteria for ownership transfers, using business cash flow for the primary
source of funding for transfers and plans that take a multi-year approach.
Implementation and Follow Through
The business owner and his or her advisors work together to design and finalize the Recommendations that
will drive the owner toward reaching his or her objectives. Once Recommendation details and decisions are complete,
an organized and systematic implementation of each Recommendation follows. Finally, they focus their attention
on the next Component that will fit into the owner’s comprehensive Exit Plan.
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What Business owners typically say…
"I want to give the business to my children, but I've heard that the taxes will make that impossible."
"I would certainly sell my shares to an insider if I thought I could get fair value for them."
"I've promised the business to my management team, but they don't have any money and now we are stuck!" |
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