ArticlesWhat You Need to Know When Selling a Business - ezinearticles.com
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Author Of...How To Buy, Sell, Merge or Perpetuate a Business (a 12-column installment serialization of articles in Northwest Business Monthly covering practical street-level understanding of the fundamental legal, tax and financial concepts a business owner needs to understand or at least be familiar with regarding the biggest financial events in the life of their business), co-authored with Larry Morrison, MBA, CBA, CMA. Bellingham, Washington; copyright 2007, 2008 and 2009;
Library of Agency Agreements (six-volume comprehensive set of specimen agreements for the independent insurance agency business), co-authored with Larry Morrison, MBA, CBA, CMA. Mount Vernon, Washington / The Contracts Company, copyrights 1992 through 2005; Field Training Manual, a Guide to Perpetuating and Selling Agencies, co-authored with Larry Morrison, MBA, CBA, CMA.Bellevue, WA / CNA Commercial Insurance, copyright 1998. This book was written at the request of CNA Commercial Insurance as a source of technical and practical expertise for the sale or other ownership transition of independent insurance agencies. |
Previous Articles-“Limited Liability Companies and YOU: What Every Agent Needs to Know”, July, 1999, Co-authored by Larry Morrison, MBA, CBA, CMA. Covered all aspects of limited liability companies, including the insurance issues an agent needs to understand in order to better serve clients, and issues relating to an agent’s own business.
-“Mergers: The Six Key Issues”, Co-authored by Larry Morrison, MBA, CBA, CMA. Covered the key issues in a business merger, including relative valuation and tax control. -“Selling Your Agency: Asset vs. Stock Sale”, co-authored by Larry Morrison, MBA, CBA, CMA. Explains the legal and tax differences between an asset and a stock sale, including financial examples. -“Selling Your Agency: ‘C’ Corporations”, co-authored by Larry Morrison, MBA, CBA, CMA. Covers ways to reduce taxes when selling a business incorporated as a “C” corporation. -“Ownership of a Producer’s Book: A Better Way”, Co-authored by Larry Morrison, MBA, CBA, CMA. Explains the use of “non-qualified” deferred compensation to provide a producer an ownership interest in a book of business. -“The 7 Really Big Ones: Tax Secrets the IRS Does Not Want You to Know About Agency Perpetuation”, co-authored by Larry Morrison, MBA, CBA, CMA. The biggest long-term tax issues facing an owner, and ways to improve the result. -“Internal Agency Perpetuation”, Co-authored by Larry Morrison, MBA, CBA, CMA. Provides practical tips and explains the potential benefits of selling a business to its key employees rather than to an outsider. -"A Better Way?", numerous state professional association magazines, Copyright 1993; -"Sample Contracts -- An Agency Resource", SAFECO Agent magazine, Nov/Dec 1993, pp. 16-18. |
Seminar Presentations-“Nuts & Bolts Overview: Buying or Selling a Pharmacy”, Las Vegas, Nevada, June 2010. Sponsored by McKesson. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the current market for the purchase or sale of closely held pharmacy businesses, how valuations have changed, and how proposed tax law changes will affect the optimal sale structure, and various ways to optimally structure the purchase or sale of an independent pharmacy.
-“Corporations and LLCs”, Burlington, Washington, April 2010. Sponsored by Skagit Women in Business. Covered why, when and how one might use a corporation or an LLC, the relationships between multiple owners thereof, and employees vs. independent contractors. -“Perpetuation: Special Factors”, nation-wide online newsletter podcast, March, 2010. Sponsored by INSOMIS/IMMS, interviewer Jack Nordhaus, Editor. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered agency valuation, and a comparison of internal succession vs. outside sale. -“Win/Win/Lose Perpetuation”, nation-wide online newsletter podcast, March, 2010. Sponsored by INSOMIS/IMMS, interviewer Jack Nordhaus, Editor. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the fundamentals of how and why to perpetuate a multi-shareholder agency, and how to do so using shareholders agreements with basic and advanced tax tools. -“Corporations and LLCs”, Anacortes, Washington, July 2009. A seminar sponsored by the Anacortes Chamber of Commerce. Covered the fundamentals of selecting, setting up, maintaining properly, and operating a corporation or limited liability company. -“Succession Planning and Exit Strategies”, Mount Vernon, Washington, April 2009. A half-day seminar sponsored by the Economic Development Association of Skagit County. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered how to sell or internally perpetuate a company in a variety of circumstances, including valuation, deal structuring tips, and family transitions. -“Buy-Sell-Merge”, Anacortes, Washington, June 2008. A one-day seminar sponsored by the Anacortes Chamber of Commerce. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered how to buy, sell, and value companies in a variety of circumstances, including family transitions and internal succession, non-compete agreements and employment contracts, etc. -“The Business Ownership Seminar”, Anacortes, Washington, June 2007. A one-day seminar sponsored by the Anacortes Chamber of Commerce. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered how to buy, sell, and value companies in a variety of circumstances, including family transitions and internal succession. -“The Business Ownership Seminar”, Mount Vernon, Washington, April 2006. A one-day seminar sponsored by the Economic Development Association of Skagit County. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered how to buy, sell, and value companies in a variety of circumstances, including family transitions and internal succession. -“How to Sell Your Agency”, February 2007. A one-hour presentation/interview presented jointly with Larry Morrison, MBA, CBA, CMA. Published on the Internet by IMMS on The Inside Track Weekly. -“The Business Ownership Seminar”, Mount Vernon, Washington, April 2006. A one-day seminar sponsored by the Economic Development Association of Skagit County. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered how to buy, sell, and value companies in a variety of circumstances, including family transitions and internal succession. -“Agency Compensation After Spitzer: Tsunami Warning”, Couer d’Alene, Idaho, June 2005. A three-hour continuing education seminar presented at the annual Washington PIA Convention. Covered the latest information on the Spitzer settlements, details specific to Washington, the potential impact on agency valuation, the impact on existing agency producer contracts, valuation formulas in agency shareholders agreements, and ways to modify the sale of an agency to compensate for the uncertainty thus created. Presented jointly with Larry Morrison, MBA, CBA, CMA. -“Agency Operation and Compensation After Spitzer, plus Agency Valuation, Perpetuation, and Succession”, Los Angeles, California, March 2005. A one-day seminar sponsored by the PIA Western Alliance. Co-presented with Larry Morrison, MBA, CBA, CMA. The entire morning was devoted to the Marsh/Aon/Willis/Spitzer settlements, including the potential impact on independent agents. Other co-presenters included speakers from the National PIA and the California Insurance Commissioner’s office. The afternoon focused on how to buy, sell, and value agencies in a variety of circumstances, including potential changes that may be necessary due to the Spitzer settlements. -“Agent/Broker Compensation and Agency Valuation, Perpetuation, and Succession”, Phoenix, Arizona, March 2005. A one-day seminar sponsored by the PIA Western Alliance. Co-presented with Larry Morrison, MBA, CBA, CMA. Began with one hour devoted to the Marsh/Aon/Spitzer settlement, including its potential impact on independent agents. The remainder of the day was focused on how to buy, sell, and value agencies in a variety of circumstances. -“Agent/Broker Compensation and Agency Valuation, Perpetuation, and Succession”, San Francisco, California, February 2005. A one-day seminar sponsored by the PIA Western Alliance. Co-presented with Larry Morrison, MBA, CBA, CMA. Began with two hours devoted to the Marsh/Spitzer settlement in detail, including its potential impact on independent agents.Concluded with 6 hours on how to buy, sell, and value agencies in a variety of circumstances. -“What Agents Need to Know: The Compensation Disclosure Amendment to the Producer Licensing Model Act, Including the Marsh/Spitzer Settlement”, Salem, Oregon, February 2005. A three-hour continuing education seminar sponsored by the PIA of Oregon. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the Marsh/Spitzer settlement in detail, including its potential impact on independent agents. -“What Agents Need to Know: The Compensation Disclosure Amendment to the Producer Licensing Model Act, Including the Marsh/Spitzer Settlement”, Seattle, Washington, February 2005. A four-hour continuing education seminar sponsored by the PIA of Washington. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the Marsh/Spitzer settlement in detail, including its potential impact on independent agents. -“What Every Agent Needs to Know: How to Buy or Sell an Agency”, three Montana locations, October 2004. A three-hour continuing education seminar sponsored by the PIA of Montana, taught in three different cities during the annual PIA Montana state convention. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the information an agency owner needs to know when buying or selling an agency, with an emphasis on practical, “street-smart” tips. -“The Basics: How to Buy and Sell Agencies”, Salishan Lodge, Oregon, June 2004. A three-hour continuing education seminar sponsored by the PIA of Oregon, taught during the annual PIA Oregon state convention. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered the basics of selling an agency, including valuation, tax, and contractual elements. -“The Road to Success: Your How-To Guide to Buying and Selling Agencies”, Skamania, Washington, May 2004. Co-presented with Larry Morrison, MBA, CBA, CMA. A five hour continuing education seminar sponsored by the PIA of Washington, taught over two days during the annual PIA Washington state convention. Covered the basics of selling an agency on the first day, and advanced topics on the second day. -“Internal Agency Ownership Succession: Financial, Legal, and Regulatory Issues”, Ocean Shores, Washington, October 2003. Co-presented with Larry Morrison, MBA, CBA, CMA. A 3-hour continuing education seminar sponsored by theIndependent Insurance Agents & Brokers of Washington. Covered valuation, tax, legal, and practical issues when selling an insurance agency to its key employees. -“Mergers & Acquisitions: The Real Story”, Las Vegas, Nevada, October 2002. Co-presented with Larry Morrison, MBA, CBA, CMA. A 3-hour educational seminar sponsored by Applied Systems (ASCnet) as part of their 2002 national annual education conference. Made extensive use of examples to explain the essential legal, tax, and practical issues when buying or selling an agency. -“For Sale by Owner”, Nashville, Tennessee, March 2001. Co-presented with Larry Morrison, MBA, CBA, CMA. A 1.5-hour educational seminar sponsored by CNA as part of their 2001 national convention for their high performing agencies ("HPA").Covered the essential legal, tax, and practical issues in each of the main purchase or sale situations a business may be involved with. -“How to Buy or Sell an Agency for Maximum Profit”, Everett, Washington, April 2000. Co-presented with Larry Morrison, MBA, CBA, CMA. An eight-hour continuing education seminar sponsored by the Independent Insurance Agents Association. Similar to the seminar present in Chicago, with updated material. -“Mergers and Acquisitions: The Real Story”, Dallas, March 2000. Co-presented with Larry Morrison, MBA, CBA, CMA. A one-hour educational seminar given multiple times at the CNA High Performance Agency convention in 2000. Covered key merger and acquisition issues through the use of real world examples. -“How to Buy or Sell an Agency for Maximum Profit”, Chicago, October 1999. Co-presented with Larry Morrison, MBA, CBA, CMA. An eight-hour continuing education seminar given at the 1999 Group 500 convention. Similar to the seminar present in Boston, with updated material. -“How to Buy or Sell an Agency for Maximum Profit”, Boston, Massachusetts, April 1999. Co-presented with Larry Morrison, MBA, CBA, CMA. An eight-hour continuing education seminar given at the 1999 IMMS international convention. Substantial material on sale and/or business succession planning, including current material on the key legal, tax, and valuation issues in buying or selling a business to key employees, family, or outside third parties. -“Limited Liability Companies and YOU: What Every Agent Needs to Know”, Seattle, April 1999. Co-presented with Larry Morrison, MBA, CBA, CMA. A two-hour continuing education seminar sponsored by the Independent Insurance Agents Association of Washington. Covered all aspects of limited liability companies, including the insurance issues an agents needs to understand in order to better serve clients, and issues relating to an agent’s own business. -“Compensating and Retaining a Winner”, Producer Development Workshop. Columbia, Missouri, October 1998. Co-presented with Larry Morrison, MBA, CBA, CMA. A four-hour continuing education seminar given by the Missouri Association of Insurance Agents. Covered how to determine appropriate producer compensation levels, plus the contractual, tax, and legal issues in producer agreements. -“Optimizing Agency Acquisitions”, Orlando, Florida, June 1998. Co-presented with Larry Morrison, MBA, CBA, CMA. A two-hour continuing education seminar given at the annual convention of the Florida Association of Independent Agents. Covered the key legal, tax, and practical issues in buying or selling a business. -“New Agency Sale and Perpetuation Options...Including Special Information on Alliances with Banks”, San Francisco, April 1998. Co-presented with Larry Morrison, MBA, CBA, CMA and Dick Starr. An eight-hour continuing education seminar given at the 1998 IMMS international convention. Substantial material on sale or joint venture arrangements with banks, plus new material on the key legal, tax, and valuation issues in buying or selling a business to key employees, family, or outside third parties. -“Business Succession Planning”, San Diego, May 1997. Co-presented with Dennis Brislawn, J.D. and Larry Morrison, MBA, CBA, CMA. A comprehensive, two-day continuing education seminar presented at the May national collegium for the National Network of Estate Planning Attorneys. Covered key legal, tax, and practical issues in buying or selling a closely held business. Emphasis was on sale to key employees or family members, but sale to outside third parties was also covered. -“How to Buy or Sell an Agency”, New Orleans, May 1997. Co-presented with Larry Morrison, MBA, CBA, CMA. An eight-hour continuing education seminar given at the 1997 IMMS international convention. Greatly expanded version of a similar seminar given at the 1996 IMMS international convention. Substantial new material on sale or joint venture arrangements with banks, plus updates and new material on the key legal, tax, and valuation issues in buying or selling a business to key employees, family, or outside third parties. -“Can Your Agency Use Deferred Compensation?”, Sun River, Oregon, May 1997. A two-hour continuing education seminar given at the annual convention of the Oregon PIA. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered ways businesses can use non-qualified deferred compensation, including alternatives to producer owned “books”, tax advantaged business ownership transitions, and more equitable business owner/producer buy-outs. -“Agency Acquisition Insights”, Dallas, March 1997. A 1½ hour presentation given at the national meeting for High Performing Agencies of CNA Corporation, the largest commercial property/casualty insurance carrier in the U.S. Co-presented with Larry Morrison, MBA, CBA, CMA and Bob Meyer (President of the Meyer Eckenrode Insurance Group). Covered the essential topics a business owner must know when buying another business, and ways to improve the chances of ultimate success. -“Business Transition Planning”, Atlanta, October 1996. A two-hour continuing education presentation at the national collegium for the National Network of Estate Planning Attorneys. Co-presented with Larry Morrison, MBA, CBA, CMA and Dennis Brislawn, J.D. Demonstrated integration of estate planning and planning for business ownership change. -“The NEW Agency Perpetuation Superstar: Deferred Compensation!”, Whistler, British Columbia, June 1996. A two-hour continuing education seminar sponsored by the Oregon and the Washington PIA. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered ways to arrange tax advantaged business ownership transitions and simultaneously solve equitable business valuation problems using unfunded deferred compensation. -“How to Buy or Sell an Agency For Maximum Profit”, Phoenix, May 1996. Co-presented with Larry Morrison, MBA, CBA, CMA. An eight-hour continuing education seminar given at the 1996 IMMS international convention. Covered the key legal, tax, and valuation issues in buying or selling a business to key employees, family, or outside third parties. -“Agency Perpetuation: How to Buy or Sell an Agency For Maximum Profit”, Seattle, Portland, October 1995. Update presented in January 1997. Co-presented with Larry Morrison, MBA, CBA, CMA. A six-hour continuing education seminar sponsored by the Oregon PIA and the Washington PIA. Covered the key legal, tax, and valuation issues in selling a business. Included specialized techniques to reduce financial risk and control taxes. -“Limited Liability Companies...What Every Agent MUST Know”, June 1995. Co-presented with Larry Morrison, MBA, CBA, CMA. Sponsored by the Independent Insurance Agents and Brokers of Washington. Explained limited liability companies, both as applied to business ownership, and as applied to a business’s clients. -“Re-Engineering Your Exit Strategy”, Vancouver, British Columbia, June 1995. International presentation sponsored by Insurance Marketing and Management Services (IMMS). Co-presented with Larry Morrison, MBA, CBA, CMA at the 1995 International Convention. Covered six specialized techniques to transition the ownership of a business. -“Agency Perpetuation”, Portland, Oregon, February 1995. A six-hour continuing education seminar sponsored by the Oregon and the Washington PIA. Co-presented with Larry Morrison, MBA, CBA, CMA. Covered legal and tax issues, especially when a business is passed on to its key employees. -“Business Perpetuation: Buying or Selling Agencies”, Salina, KS, February, 1994. Co-presented with Larry Morrison, MBA, CBA, CMA. Six-hour continuing education seminar sponsored by the Kansas Insurance Association. Covered valuation, tax, and legal issues in buying or selling a business. -“Buying or Selling Businesses -- Legal and Tax Aspects”, 1993, 1994. A series of classes sponsored by the Business Exchange Academy. Each presentation was a two-hour continuing education class given to business brokers. Covered the legal and tax issues most important to a business broker in structuring the sale of a closely held business. As well as various IIA and PIA state organization presentations. |