Family Business Consultants

hospital cash-for-contracts claims – WA today

Mon, 25 Oct 2010 08:32:25 +0000

hospital cash-for-contracts claimsWA todayThe businesses, Ashara Engineering Design and Drafting and Star 12 Consultants, were allegedly paid by EMS. EMS then submitted invoices in its own name to …and more »

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Original post by family business consultants – Google News

What is The Key to Family Business Management Succession Planning?

admin — Mon, 14 Sep 2009 20:01:54 +0000

When it comes to family business management succession planning, and farm succession planning for that matter, there are lots of “keys” – virtually all of then claim to be the most important one. The truth is that there really is only one most important key to succession planning and it is not what you are probably thinking.

Some may say it is getting good advice, or taking advantage of planning strategies, or figuring out what others are doing successfully, or slipping through some clever business management succession loophole. Or maybe it’s having a conflict free atmosphere at the plant or developing better relationships at work.

Well, you’d be wrong.

The key to success during the family business management succession process is enlightened self-interest.

Hiring part-time workers can have downsides – Los Angeles Times

Mon, 25 Oct 2010 07:58:02 +0000

Los Angeles Times

Hiring part-time workers can have downsidesLos Angeles TimesIf you're confused about the rules regarding part-time workers or the true cost of bringing them aboard, consultants in the human resources field can help …and more »

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Original post by family business consultants – Google News

Online Advertising – Small Business Consulting- Advertising Businesseses Consultant

admin — Wed, 07 Oct 2009 14:29:07 +0000

Crisantos Hajibrahim served in the United States Marine Corps as a Communication
Center Operator/Computer Systems Specialist (2542/4066) from 1996-2000. He was
assigned to the Department of Defense Military Communication School, 29 Palms,
California, and continued his Advanced Communication Training with Data
Communication Platoon, 7th Communications Battalion, Okinawa, Japan. Crisantos was
stationed at Camp Pendleton where he served as a Network Field Engineer. He was then
assigned to J-6 Command Group 1st Marine Expeditionary Brigade where he served the
remainder of his enlistment as a member of the brigade’s elite communications staff in a
command group operations communication center. Lance Corporal Hajibrahim deployed
to Kenya in support of Operation Natural Fires.
Upon completion of his enlistment from the Marine Corps, Crisantos was recruited by the
Washington, D.C. based, Capital Area Internet Service, as a project manager located in
Los Angeles.
In December 2004, Crisantos set out to create his own successful information technology
service company. VIRUSwoman, Inc., a Disabled Veteran Business Enterprise,
specializes in providing small business, government, and corporate organizations with
cost effective technology solutions. In 2007, Crisantos was awarded with the Aflac
Entrepreneur Civic Award for his business and work with veterans. He was also featured
in several magazines including Entrepreneur, Var-Business as well as a Google case
study. Crisantos has been invited to speak at several industry events including a Google
Developer’s Conference, Southern California Linux and CompUSA Vendor Expos.
Crisantos serves as an advisor to the Sear’s Holding Company subsidiary Service Live
and has working relationships with Google, Best Buy, CDW, Siemens, and Onforce. He
also currently serves as a member of Elite SDVOB Los Angeles Chapter, Latino Business
Coalition, and has just recently founded the Los Angeles Entrepreneurs Club.

Online Advertising

A Small Business Technology Consultant Based in Los Angeles California, Shares His Views about Online Advertising for Small Business-

www.viruswoman.com 888-898-4787…
Online Advertising for Small Business

Los Angeles California
VIRUSwoman Inc. Crisantos Hajibrahim
a Technology Consulting Firm Dedicated To Servicing and Growing Small Business.

“Online Advertising Los Angeles”

Duration : 0:7:43

Hiring part-time workers can have side effects – Los Angeles Times

Mon, 25 Oct 2010 07:58:02 +0000

Los Angeles Times

Hiring part-time workers can have side effectsLos Angeles TimesIf you're confused about the rules to follow regarding part-time workers or the true cost of bringing them aboard, consultants in the human resources field …

Original post by family business consultants – Google News

What Family Business Consultants Do

admin — Tue, 11 Aug 2009 19:37:59 +0000

Family business consultants can help families look at things from the outside in. Let’s face it, we all want to take care of our families and we want to take care of our businesses – in part because a well cared for business will take care of us. On the one hand we have today’s issues with the family to consider as well as this or that crisis at work. How can we figure out which is of greater significance right now – if one can be addressed?

You’ve heard the expression about not being able to see the forest for the trees. True enough when it comes to focus on what’s important to both the business and the family on our own. It’s so easy to become wrapped up in day-to-day activities, in the business and at home, that we fail to look at the big picture or think about the future beyond which wheel is squeaking the loudest right now.

That’s where family business consultants and coaches comes in. They can help us remember our long-term goals while we are naturally focused on the fires that are raging right in front of us right now. They can help us identify problem areas that need improvement today as well as those we’ll have to face in the future.

In some cases, that could mean changing staff assignments; who does what to head off problems of one kind or another that they can see looming ahead and that we will not recognize on our own until it is too late to handle them cost effectively.

Family business consultants can help us identify the strengths and weaknesses of individual family members, taking the heat for us when the resulting decisions are not popular. Cousin Bob might not be suited for sales, after all, even though that’s where he has been since he started with the company. In fact he may be the missing piece in your business puzzle somewhere else in the company. You know it’s true, when the right people are put in the right position, everything runs smoother and everyone is happier in the long run.

Even if it is right for him and a better fit for the company, Cousin Bob might not like his new job assignment at first. But, if the family business consulting team you hire knows their stuff, and Cousin Bob knows they know it and trusts you and them to be doing what’s right for everyone, then he will likely have the patience to grow into his new position and thrive over time.

Many family-owned businesses fail to grow as they should, not only because the members are in the wrong positions. It’s not unusual for someone in authority to believe that branching out or growing is “greedy”. But, unless you are running a not-for-profit organization, growth and diversification is necessary.

Regardless of what your company specializes in, there are other things that you can and should be investing in. Just as you would diversify your personal investment portfolio, your company should too. One of the many things that a family business consulting team can do is help you to identify worthwhile long-term investments.

They can advise you about short-term investments, too, but most family business consultants focus on the future. Generally speaking, business owners are accustomed to identifying short-term investments that are likely to be profitable. It is planning for the future that stymies them.

Regardless of your age or your physical health, you need to think about how the company will continue to operate and grow, in case the a key member of the management team dies or become disabled. A family business consulting team can help you identify who should take over and when they should begin training.

Far too often, good businesses fail after the death or disability of the CEO. What happened? The CEO might have failed to name a successor or failed to adequately train them.

If other family members are not heavily involved in the day-to-day operations, they are often tempted to liquidate, which means that future generations lose out.

Family business consultants can help you ensure that your company thrives, supports your grandchildren and continues to operate with the same philosophy that you have created.

Along with a qualified family business consultant, take a little time to think about your company’s future now, before it’s too late.

And success, for both business owners and their family business consultants, are the results of one thing and one thing only! Success comes from making better decisions. It’s that simple, not easy to do on your own however. In fact the most successful leaders and family business consultants among us, in every walk of life, systematically reach out to their hand-pick board of advocates and supporters for insights and advice.

You can have the same tools for creating your own strategic planning and marketing team, at no cost whatsoever. Simply go to http://www.StrategicConversations.biz and watch the five minute video. Once you join you will receive a powerful video series that will show you how to make decisions about the directions you take and the plans you make with greater confidence. It is 100% free, no strings attached.

More veterans are starting businesses – Fort Worth Star Telegram

admin — Mon, 25 Oct 2010 06:31:11 +0000

More veterans are starting businessesFort Worth Star TelegramNot surprisingly, most small businesses go belly up, usually within 21/2 years. The numbers are higher for restaurants and retail than consulting or real …

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Original post by family business consultants – Google News

Small Business Sales – Legal Factors to Consider in Selling Or Buying a Small Business

admin — Mon, 08 Jun 2009 20:09:59 +0000

Small Business Sales – Legal Factors to Consider in Selling Or Buying a Small Business
By George Grellas

Introduction

Buying or selling a small business can seem bewildering but the process has a logic to it that sharp entrepreneurs can understand and use to help manage the time, direction, and strategy of their business lawyers and other professionals who help them in the process. This article gives you an overview of what you need to work with your professionals intelligently and effectively in buying or selling a small business.

Three Types of Small Business Sale

A small business can be sold by asset sale, stock sale, or merger, with asset sale being the normal vehicle of choice for many small businesses.

Business Sale — Canned versus Customized

Sometimes the sale of a small business is done via a basically canned process through a broker. In that case, a buyer and seller get a homogenized process that may or may not suit their legal needs. The documentation will be “standard” but contract terms will not be customized for the parties. Such documentation will cover minimum terms but little else.

Better by far in all but very small sales is to use customized deal documents prepared and reviewed by qualified business lawyers. Typically, a seller will get legal and accounting advice on how to structure the sale and will then work with a prospective buyer to get the basics of the deal documented in a term sheet or letter of intent. A term sheet, though not legally binding, provides a useful framework for moving forward. The parties may of course skip right to a formal contract instead.

Business Sale — The Purchase Agreement

The formal contract is a purchase agreement. It normally contains covenants or promises (“I will sell to you and you will buy from me x assets or x stock shares,” etc.), warranties and representations (“as seller, I warrant and represent that I have good title to what I am selling you and that there are no liens on it and no lawsuits against it,” etc.), and conditions to closing (“our deal with close only at such time as x, y, and z conditions are met,” as for example getting a landlord’s consent to a lease assignment).

The Escrow Process, Due Diligence, and Confidentiality Agreements

The contract is signed and an escrow normally established as a mechanism by which to get to a closing where the sale will consummate. Procedurally, such an escrow works much like that set up when a home is sold, except that (for example) instead of waiting for the results for a title search the parties may be waiting for a liquor license approval or some other condition pertaining to a business sale.

Due diligence is a critical part of this process, mostly on the part of the buyer. This is the process by which a buyer inspects the books and records of the business being sold and takes other steps to ensure that what is being sold is authentic and worth the value being paid. Lawyers and accountants typically assist with this process.

Detailed due diligence can be done before or after a formal contract signing or it can be done in stages — limited due diligence prior to signing a term sheet with detailed due diligence during the escrow period. Buyer satisfaction with due diligence is often a condition to closing.

Due diligence is not normally allowed until a buyer has signed a confidentiality agreement.

Common Traps and Pitfalls in the Sale of a Small Business

Many traps and pitfalls can arise during a sale. Sometimes a buyer will claim to want to buy a business while in fact scheming to gain access to key information that will be used competitively against the seller. A confidentiality agreement helps here but this may prove cold comfort to a seller stuck with a lawsuit. Be discerning in this area.

A serious seller risk is to take a carry-back loan with inadequate protections. Proper collateral (UCC and otherwise) is usually key to dealing with this in case of default.

Buyers normally face the greater risks. Unscrupulous sellers can play all sorts of tricks to make a deceptive sale. The nature and range of tricks used, or even mistakes inadvertently made, is vast and varied. This is often the major area of focus by attorneys and CPAs in shaping a seller’s representations and warranties and in handling due diligence.

From a buyer standpoint, the structure of the deal can affect liability risks: in a stock sale, a buyer will inherit the entire corporate history, good and bad, along with the purchase; in an asset sale, a buyer can normally limit the inherited liability risk considerably if not altogether.

Most businesses are sold with a premium placed on good will, consisting generally of the going concern value of having a particular customer base, a recognizable name, and so on. Most buyers then will want a non-compete agreement from the seller or, if the seller won’t give it, at least a non-solicitation agreement relating to existing customers.

Watch out especially for distress sales. Unless a distress sale proceeds by UCC foreclosure, or out of bankruptcy, any buyer of a business overwhelmed with debt can potentially inherit all or part of that debt even if the contract specifies that the buyer is not assuming any liabilities. Given the risks, distress sales are typically radioactive for a buyer.

Common Business Tax Issues

Another major issue is tax. A stock sale will have very different tax consequences from an asset sale, some favoring the seller and others the buyer.

For example, if a seller is a C-corp with low basis assets, any sale of its assets for a substantial sum would likely lead to a serious risk of a double-tax. Let us say corporate seller ABC Corp. sells its business for $10 million via asset sale and has a near-zero basis in its assets. This can happen, for example, where a manufacturing business with fully-depreciated assets is sold. Normally, that sale would constitute a taxable capital gain to the corporation. Given that this is a C-corp, however, the cash in the company would normally be taxed again as a dividend when distributed to shareholders.

In the same scenario, if the ABC Corp. shareholders sold 100% of the stock of the corporation to a buyer, then those shareholders would pay tax on a one-time capital gain and nothing more.

Such tax issues can get complex and should be handled with skilled professional help. A good business lawyer can suggest approaches that can mitigate double-tax problems. The point here is not to attempt to address any given situation but rather to illustrate how tax can seriously affect the outcome depending on how a sale is structured.

By the same token, in an asset sale, the purchase price should be allocated among the assets being sold, and this will result in differing income and sales tax treatment, depending on the nature of the assets being sold and on the nature of the allocation. Such allocations should be done with the help of a qualified lawyer or CPA.

Don’t ignore these tax aspects of a business sale — they can sometimes be the most important part of a deal, and they are almost always important to some significant degree. In more sophisticated deals, tax-free deals are also done via reorganizations.

Estimated Transaction Costs

How about transactional costs? These can literally go all over the board. In a typical small business sale, a buyer should use as a rough estimate of total transaction costs a rule of 2% to 5% of the purchase price. This would be money spent on attorneys, accountants, and other professionals, as well as for escrow fees. Seller costs normally are lower, though they can be significant if broker fees are involved or if the deal is complex. In any case, don’t rely solely on any rule-of-thumb approach — use that for initial planning and then consult with your professionals to refine the estimates.

Work with a Qualified Business Attorney

This highlights some key issues connected with a small business sale but does not address their legal implications or strategies for implementing them (see your lawyer for this). It also does not touch upon important issues such as the need to get consents and approvals (landlord, agency, vendor, and spousal, among others), the use of fairness opinions, opinions of counsel, no-shop agreements, hold-back provisions, earn-out provisions, or issues such as UCC bulk sales compliance, indemnification, joint and several liability, and the like. These deals can have many nuances that only a knowledgeable lawyer will pick up.

For your particular deal, get a good business lawyer. It is not wise to scrimp on expense in complex areas where stakes can be high. Whatever is saved today will be spent many times over trying to dig out of a mess if problems occur. Therefore, budget what is needed and do it right.

Copyright © 2009 George Grellas. Permission is granted to reprint this article in unmodified form in ezines, blogs and other online publications provided that all links are live and that the author resource box below is shown as is set forth below.

About the Author

George Grellas is a Silicon Valley business lawyer specializing in early-stage tech startups. He founded and heads a firm of startup business attorneys that has helped entrepreneurs and their companies in Silicon Valley and throughout the world since 1984 – several thousand in all. The article in its original context may be found at the small business lawyer advice section of the firm’s website at http://www.grellas.com. Also of interest to entrepreneurs will be the author’s Startup Law 101 Series of tutorials for founders and entrepreneurs, which may be found at http://www.grellas.com/faq_business_startup.html.

Disclaimer

This article does not constitute legal advice and should not be relied upon as such. The article sets forth general educational principles only. Consult with a local lawyer in your area about your particular case.

Succession Thought Leadership From Drew Mendoza

admin — Fri, 29 May 2009 01:16:15 +0000

Family Business Consulting Group’s Drew Mendoza speaking at Banamex on the impact of the economic crisis on family business succession.

Duration : 0:1:51

PUC, IUN and Ivy Tech work together to benefit community – PUC Chronicle

Mon, 25 Oct 2010 06:00:42 +0000

PUC, IUN and Ivy Tech work together to benefit communityPUC ChronicleIvy Tech Northwest Community College and Indiana University Northwest are teaming up with PUC to sponsor the Northwest Indiana Small Business Development …

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Original post by family business consultants – Google News

Family Business Consultants

hospital cash-for-contracts claims – WA today

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What is The Key to Family Business Management Succession Planning?

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Hiring part-time workers can have downsides – Los Angeles Times

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Online Advertising – Small Business Consulting- Advertising Businesseses Consultant

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Hiring part-time workers can have side effects – Los Angeles Times

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What Family Business Consultants Do

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More veterans are starting businesses – Fort Worth Star Telegram

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Small Business Sales – Legal Factors to Consider in Selling Or Buying a Small Business

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Succession Thought Leadership From Drew Mendoza

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