Planning for management succession has been a recurring topic on this blog. This week, the succession news at Disney is that Robert Iger, chairman and CEO, will stay on for at least an additional year while the Company seeks a replacement. This posts uses the example of Disney to highlight the critical management succession issue for all companies, both public and private.
A recent post by Matt Crow, president of Mercer Capital, on our RIA blog, RIA Valuation Insights, gives me a reason to jump back in to posting here. In his recent post, “An All-Terrain Clause for your RIA’s Buy-Sell Agreement,” he addresses buy-sell agreement pricing provisions for a rapid, substantial change in company performance.
I have used this blog (and my former blogs) as a place to develop new materials. In late 2014, I began a series of posts to develop a means of building multiples of EBITDA using what I call the Adjusted Capital Asset Pricing Model. After peer review, I was encouraged to submit an article to the Business Valuation Review, which readers of this blog can obtain convenient access to.
Buy-sell agreements are designed to accomplish one or more business objectives from one or more of several viewpoints: the corporation, the employee-shareholder, the shareholder who is not an employee, and any remaining shareholders. The buy-sell agreement provides for what happens to the shares of owners who leave, for whatever reason, whether favorable or unfavorable. In this post, we walk through several trigger events, accounting for the favorable and unfavorable circumstances, and considerations that impact the company, the shareholders, and the buy-sell agreement.
In the last post, we defined buy-sell agreements, at least in terms of a layman, noted key business issues that must be addressed, confirmed that buy-sell agreements are common to all corporate forms and industries, and profiled the types of companies we are addressing. Now it is time for a quick look at the three main categories of buy-sell agreements.
Buy-sell agreements have been likened to business owners’ prenup agreements. They are certainly not romantic, but buy-sell agreements are among the most important and most neglected of corporate and legal agreements. What is not clearly understood, however, is that they are also business and valuation documents.
In 2007, I published my first book on buy-sell agreements, Buy-Sell Agreements: Ticking Time Bombs or Reasonable Resolutions (now out of print). The audience was business owners as well as attorneys and other professional advisers. In my second book on the topic, Buy-Sell Agreements for Closely Held and Family Business Owners, (published in 2010) I honed down the […]
It is clear that the DOT/IRS are attempting, through Proposed Changes to Section 2704 of the Internal Revenue Code, to eliminate minority interest discounts and marketability discounts (DLOMs), even though those terms are not mentioned at all. I have read the Proposed Changes as a business appraiser and a businessman. They may have succeeded in eliminating “minority interest discounts” and “marketability discounts” as those terms are currently used. However, I do not think they have succeeded in eliminating valuation discounts in fair market value determinations for family partnerships or other family entities.
My thoughts are compiled in a new whitepaper, “Valuation Implications of the Proposed Changes to Section 2704”.
On November 4, 2016, I will be speaking at the AAML Annual Meeting addressing a topic that is near to my heart as a business appraiser: An Integrated Theory for the Major Valuation Issues of Today. While each of these issues is worthy of hours of coverage, I provide an overview these issues in my post today.