In many businesses, ownership and management teams strive to define and implement a culture that differentiates their company from its competitors. Creating an Employee Stock Ownership Plan (“ESOP”) not only preserves but often enhances corporate culture. For years, we have seen companies use ESOPs and various other ownership-sharing tools to attract, retain, and motivate talented individuals. Compelling research continues to highlight that employee ownership can be a powerful tool that yields enhanced corporate performance especially when paired with an “ownership culture.”
Fairness opinions are a fact of life in transactions involving public companies. There is a consensus that the fairness opinion is a powerful tool in protecting boards of directors from liability related to a transaction. For a public company, a board of directors’ careful consideration of an independent fairness opinion can be the strongest protection against accusations of, and liability for, fiduciary failure. But, why do privately held companies need a fairness opinion?
Selling your business can be stressful and overwhelming, and many factors must be considered in this high-stakes transaction: timing, deal structure, and legacy goals are just a few. However, armed with knowledge and guided by experienced professionals, business owners can expect a profitable and efficient transaction. Be aware of the following preventable mistakes so you can anticipate and prepare for specific issues that may come up during the deal process.
Family-owned businesses, a key pillar in the American economy, make up a significant number of the privately held companies across our country. Although these companies cut across all industries and range in size from small to large, they all share common challenges. The most daunting of these challenges is how to manage the transition of the business from generation to generation. Keeping the core family values balanced with an ever-changing market place and often diverging goals amongst the family members is a challenge that many family businesses don’t survive. One intriguing solution to this challenge for many family-owned businesses is to bring the employees into the shareholder group through the sale of stock to an Employee Stock Ownership Plan (ESOP).
Regardless of when or how you plan to exit, data indicates that having an exit strategy increases the odds your business will sell for optimum value. It is in your best interest to understand thoroughly—and well in advance of your exit—how each strategy affects you, your company, and your employees; only then will you be able to craft an effective exit strategy.
Among the fastest ways for a company to grow entity value is through accretive acquisitions. With a well-executed acquisition strategy, companies can realize significant value in the first year, which often accelerates in the years that follow.
Change is hard to initiate even when we know the results will be better for us. This is true when there are signs that our ESOP valuation firm is no longer providing the necessary professional assistance. Our reluctance fades however, if warning signs begin pointing to increased risks for our company.
Congress has chosen to bestow a variety of significant tax benefits on business owners and companies that participate in a special ownership structure. Because it is very difficult for a fully taxable ownership structure to compete with a tax-advantaged structure, many business owners should evaluate the possibilities under this special structure, known commonly as an Employee Stock Ownership Plan (ESOP). The ESOP structure provides shareholder and corporate tax benefits which require proper consideration and transaction structuring to ensure maximum benefit.
Business owners thinking about transitioning out of their companies must consider factors that help identify and target buyers of choice. Certainly, active acquirers that consistently demonstrate an ability to pay handsome prices, close deals rapidly and continuously create shareholder value via acquisitions is a winning combination.