Ep. 87 | Tax & Legal Considerations When Selling A Business

In this episode of the Teaching Tax Flow Podcast, hosts Chris and John are joined by guest, Jim Cunningham, and jump deep into the intricacies of selling a business. With a focus on empowering listeners to minimize tax liabilities while navigating significant legal considerations, this episode is a must-listen for business owners considering a transition. Brought to you by Legacy Lock, the episode provides a roadmap to understanding essential components of business sales, including asset vs. stock sales, the timing of business transitions, and the legal and tax advantages of different transaction structures.

The conversation kicks off with the importance of planning when selling a business and dives into the differences between asset and stock sales. Jim emphasizes how critical it is to prepare well in advance by consulting with financial and legal advisors. The episode also explores the pros and cons of seller financing, the impact of goodwill and enterprise value, and strategic considerations for both buyers and sellers to ensure a smooth transition. With real-world anecdotes and expert advice, this episode provides actionable insights for turning business transitions into lucrative opportunities.

Key Takeaways:

  • Importance of Early Planning: Engaging with tax advisors and legal professionals well before the planned sale can significantly enhance the value and smoothness of a transition.
  • Asset vs. Stock Sale: Asset sales are generally preferred for liability reasons, but specific business conditions may necessitate stock sales.
  • Seller Financing: Offering seller financing can spread the capital gain tax burden over time, making it an attractive option for sellers who don’t need immediate cash.
  • Determining Enterprise Value: Goodwill and the ability to generate earnings are crucial to establishing a business’s enterprise value.
  • Post-Sale Involvement: Structuring deals with earnouts and consulting roles can help ease the transition and ensure continued business success.

Episode Sponsor:
Legacy Lock (http://www.teachingtaxflow.com/legacy)

  • (00:00) – Chapter 1
  • (00:04) – Tax and Legal Considerations When Selling a Business
  • (04:23) – Strategies for Business Transition and Asset Sales
  • (14:14) – Asset Versus Stock Sales in Business Transactions
  • (21:39) – Legal and Financial Tips for Selling or Buying a Business
  • (31:05) – Building Your Personal Board of Directors for Business Success

00:00:04.160 –> 00:00:13.195
Welcome to the Teaching Tax Flow podcast, where the goal is to empower and educate you to legally and ethically minimize taxes paid over your lifetime.

00:00:16.510 –> 00:00:27.745
Welcome back to the show, everybody. Episode 87. Today, we are gonna look into what happens behind the scenes, or I should say when planning to sell a business. More to come with our great guest.

00:00:27.745 –> 00:00:32.005
But as always, let’s take a brief moment and thank our episode sponsor.

00:00:34.740 –> 00:00:56.070
This podcast is brought to you by Legacy Lock. If you are new to estate planning or simply need to review your current plan, Legacy Lock makes it as easy as pie. Legacy Lock is a unique platform that enables you to easily complete your attorney drafted documents conveniently from the comfort of your home or office. Your first step to this peace of mind is simply visiting teaching tax flow.com/legacy.

00:00:58.655 –> 00:01:19.905
Welcome back to the teaching tax flow podcast, everybody. As you read as I like to say in all of them, hopefully, you read the title of the episode, the show description, and everything else that came with it. As mentioned, today, we’re gonna look at those tax and legal considerations when selling a business. So as we like to say, it’s not as easy maybe as selling a house. Right?

00:01:19.905 –> 00:01:37.685
You just don’t pop up a sign in the front yard and, you know, people come look at your business and say, Hey, you know what? Yes, I want it making an offer. There’s obviously more detail that goes into that as well as some implications on the tax and legal side, obviously. So, Chris Bucchero, welcome back, sir. How are you doing today?

00:01:38.140 –> 00:01:40.220
I am amazing, John. How are you doing?

00:01:40.220 –> 00:02:07.625
I am doing great, man. And this is a topic I know you know, we say we get get excited about all of them. This one, I’ve been looking forward to because I know we get questions around this, and I know for a fact that a lot of people just have questions around this. And they probably you know, it’s not it’s not as easy as doing a doing a Google search and finding all the correct answers because I’m sure every situation is very different, as well as states and really just the type of industry. So I look forward to this one.

00:02:08.565 –> 00:02:41.905
Yes. I’m really excited about this episode because we we run-in the situations where people are transitioning a business everywhere from just super small business, almost an unsaleable business, to, to a very elaborate business. I had a discovery meeting with a potential client that sold his business to an ESOP for about $40,000,000 this this week. So or the week of this recording. So you just never know what you’re gonna run into, but very excited.

00:02:42.125 –> 00:02:51.010
I have a long time friend of actually, a gentleman I went to high school with. So that’s only, what, 10 years ago? I don’t know. Something like that. That’s as bad as

00:02:51.010 –> 00:02:54.585
my wife saying she’s turning 22 this week. That’s a lie.

00:02:54.585 –> 00:02:56.825
Oh, John. There hey. There you go, John.

00:02:56.825 –> 00:03:02.000
Yeah. We know she doesn’t listen to the show, like we always say, so I could say anything I want to wives. Said it’s true. They never listen to

00:03:02.000 –> 00:03:18.780
the show, so we could just throw them under the bus pretty much every episode. But, but, no, I’m very honored to be joined by Jim Cunningham. And, like like I said, Jim and I have known each other for many, many years. I absolutely love the way he does business. He is an attorney.

00:03:18.780 –> 00:03:50.475
He is a partner at Dickinson Wright, which is a large law firm with a ton of capabilities. He works with clients all over the country. He’s been, I know he’s got a big client based in the Detroit area, here in the Nashville area, and I think he’s based in Atlanta area now. And he works with businesses, specifically in the merger and acquisition area and other he does other things with with business clients, but we, we twisted his arm and got him on the podcast. So, Jim, welcome to the Teaching Tax Slow podcast.

00:03:52.110 –> 00:04:09.680
Thank you, Chris. It’s it’s a pleasure to be here. We were just reflect just just met John here for the first time, and we were reflecting on, our our friendship and how long it’s been. It’s really hard to believe that it’s been 35 years. So it’s a it’s a pleasure to join you here, and, we’re getting older, man.

00:04:09.680 –> 00:04:37.325
It’s, it’s good stuff. So, happy to be here. This is a, this is a topic that has been near and dear to me in my practice for for over 23 years now, buying and selling. Basically, my practice centers around buying and selling assets, businesses, real estate, and then the financing options that go with that. So, I’ve seen a lot.

00:04:37.545 –> 00:05:05.810
I’ve I’ve I’ve I’ve, been blessed with opportunities to represent many great clients who, like you, some have very large sophisticated businesses, some are smaller family businesses, but either way, these are important transactions And, and you go through the life cycle of a deal, it’s it’s really an amazing thing. And, so I’m happy to be here. I look forward to to covering this topic and, contributing

00:05:05.810 –> 00:05:39.730
a little bit. Absolutely. Well, we’re gonna I mean, the transition of a business, you know, can be can be very well thought out and it can be involuntary. And, obviously, from a tax perspective, timing could be is very, very important in how so we’re gonna talk today, about the difference between an asset sale and a stock sale in general. We’re also gonna talk about a couple of different ways to structure the the the business transition, either internally or externally, I guess you could say, and then financing also.

00:05:40.190 –> 00:06:18.755
You know, obviously, the more thought out the transition plan is, and and just in my experience, the more internal it is, the smoother it is versus you know, like, my experience most of it comes within the within the tax and accounting world, and, personally, we’ve purchased 6 books of businesses and we sold all of them. I would not buy a book of business anymore in the tax and accounting world just with the landscape, but that’s a that’s a different podcast, John. It actually is. It’s a different podcast we do for specifically for tax professionals. But, that being said, a couple times we acquired a business from someone that was deceased unexpectedly.

00:06:19.695 –> 00:06:44.370
We acquired a book of business from someone that was terminally ill. We’ve acquired a book of business that someone stayed on and transitioned with us. So, really, it you know, how it’s structured can play a role in the success and retention of of the clients. So, Jim, we let me ask this question. At what point in a perfect world we’re not talking about owner got hit by a beer truck or something like that.

00:06:44.530 –> 00:06:50.950
At what point should a business owner, regardless of size, start thinking about a transition?

00:06:53.225 –> 00:07:53.930
Well, good question. And and and that’s how we how we naturally lead it off. I think, you know, the answer varies depending on the business, the individuals involved, where the business is in a particular life cycle. As you know, Chris, there are certain family owned businesses where, you know, you know, generation 1 or generation 2, whoever’s actively managing and controlling the business, where those generations are looking to pass the business on to, you know, the next generation. And so, you know, those situations are kinda natural, family owned businesses, and you have the the benefit and the ability to say, you know, when you’re you’re working with a family owned business, you’re working with, let’s call it, generation 1, and you represent that business, there’s always the natural discussion when generation 2 becomes actively involved in the business, whether it’s a a son or a daughter.

00:07:54.230 –> 00:08:15.655
They’re becoming active, and that’s you know, you know, generation 2 is gonna take over and run this very successful business. So you have the ability then to kinda plan around, the transition there in a in a smaller family owned business.

00:08:15.955 –> 00:08:36.105
Yeah. I agree. I think that, you know, tax and legal considerations are very important. But most importantly, the transition has to work well or else you have nothing to transition. You know, if it’s transitioning to the wrong people, especially as a lot of times, g two people or gen second generation people, if they’re not actively involved in the business already, they might struggle to be good operators.

00:08:37.445 –> 00:09:21.450
So depending on that, you know, there’s different strategies as far as you can use gifting at times of of some of the assets. You can you depending on the family structure, you could have a sale, you could have where you’re selling the assets and and then versus selling the stock. I wanna start real quick before we start diving into more complicated things. From a practical standpoint, Jim, what happens let’s say you have a literally a mom and pop shop. Let’s say the let’s say the the the the the husband or the male, is owns a small engine machine shop engine repair shop out of their garage, and he passes away unexpectedly.

00:09:21.910 –> 00:09:42.305
He doesn’t have anyone to succeed. At that point, you know, you really don’t have a sellable asset most likely. Does the spouse kinda just try to sell the the equipment? I mean, what what makes, I guess, what makes in your mind a business an actual have some type of enterprise value versus just a job? Yeah.

00:09:42.305 –> 00:09:42.545

00:09:42.545 –> 00:10:15.695
I think, you you know, businesses, of course, come in all shapes and sizes. I mean, the the value the business, of course, owns assets. Right? So you have the asset value of a a business. But as as many of you know, if you have a a business, you built a reputation, you know, you have some what’s commonly known as goodwill, That’s really where you have a a a business going concern that has the ability to kinda continue to to grow, you know, and generate income.

00:10:15.755 –> 00:10:41.410
And so I the the issue of goodwill, I think, is probably the best. I mean, if you have a couple contracts here and there and and, you know, and some assets, that’s all fine and good. But the real the real enterprise value of a business, I think, is is the goodwill and the ability to generate earnings. And so and and so that’s how I would would, I guess, phrase it.

00:10:41.410 –> 00:10:56.985
Right. And it’s how sticky the business is. I mean, if if this general if someone’s running a small engine repair shop and they have a couple contracts with local power sports sports companies, or dealerships, and and then in 2 weeks they could be replaced, you really have no goodwill. You’ve got some equipment.

00:10:57.960 –> 00:11:20.400
That’s right. That’s right. That’s right. And I I think one one thing that I I wanna mention as as part of this discussion, you know, my initial, remarks were focused on kind of the family owned business where you have multiple generations. The other sales that you see, of that’s a transition of the business, right, within the family, so to speak.

00:11:20.620 –> 00:11:57.340
The other sales that you more commonly see are, you know, so and so has a family business, and they they’re gonna sell it to a third party. The question is, how does that come about? In in in my experience, we’ve seen it really one of 2 ways. Either the business owner is approached by a competitor, someone who’s strategically in the market and is looking to scale up, if you will, like you mentioned, that you you bought books of business. And so as part of that, you may have approached some of those firms and and, you know, started a dialogue about, hey.

00:11:57.340 –> 00:12:25.770
Would you like to sell your business? I mean, that and and that kinda happens naturally and organically. And oftentimes, that may may not necessarily come as a surprise, but it may be somewhat unexpected for that business owner. So, you know, you’re always then, if if you have a client who is interested in selling their business and has been approached by a competitor, then you kinda have to really start from scratch, Right? Because it was kind of an unexpected sale proposal.

00:12:26.390 –> 00:13:15.335
The other the other situation is one where the business is, you know, you have a business owner who’s established a business. Their earnings are, you know, at a at a they’ve grown their earnings substantially. They know that they can have an exit, and they wanna monetize on that exit. So they’re planning to move forward with the sale process. And and many times, clients will come to you in that situation and and because they’re anticipating an exit, they have an opportunity to plan, get their legal docs cleaned up, you know, make sure that earnings look as good as as they can look, perhaps engage an investment banker to help go out and market, the business, to sell the business.

00:13:15.640 –> 00:13:37.590
And so, you know, in those situations as a lawyer, you have an opportunity. And as a tax adviser, we would work together to say, okay. You know, client a wants to exit this business next year. Let’s get our house in order. Let’s clean everything up so that when we go to market, we can maximize, the value of this business.

00:13:37.590 –> 00:13:39.430
So I’m sure you’ve seen that in your press.

00:13:39.430 –> 00:14:14.140
Absolutely. You’ve got I mean, you’ve in in having as clean of books as you can have, the larger the business, the more due diligence that’s gonna occur, and that that’s, you know, that’s human nature. So let me let me so I so let’s do this. Let’s assume Jim and I are at first advising a seller of a business, and that seller is considering selling his or her book of business either as an asset sale or a stock sale. They’re also considering, carrying the note, which we could chat about.

00:14:14.140 –> 00:14:34.775
Jim, I’ll start with you. From a legal 30,000 foot legal consideration, seller seller saying what what are my again, every situation is different, but what are my pluses and minuses of of either carrying the note 1 and then designing as an asset versus stock sale? Yeah. So if we have

00:14:34.775 –> 00:15:30.815
a client, Chris, you and I are working with a client and we’re we’re determining structure, the asset versus stock sale, I would say 9 out of 10 times you see asset deals from a legal perspective. As you know, the tax strategy, of course, often drives, the structuring of the transaction. But from a legal perspective, nearly all buyers will prefer and, again, just from a purely legal perspective, nearly all buyers will prefer to do an asset sale for liability reasons. Because when you you know, just to think about it very simply, when you buy the stock of a business, you are taking on that business as it is. And with all of its warts, if you will, whatever liabilities are out there on the books, you’re taking that business over as a as a stock, buyer.

00:15:31.675 –> 00:16:10.950
Whereas if the deal is structured as an asset sale, as a buyer, you are forming often forming a new entity, and you are acquiring the assets from the selling entity. And because of that, from a legal perspective, as a buyer, you generally are more you’re you’re better off because you let’s say they’re unexpected liabilities that this business, has. As a buyer of assets, you don’t necessarily assume those liabilities. You only assume the liabilities that you specifically agree to assume. So so oftentimes, Chris, the deals are are asset deals.

00:16:10.950 –> 00:16:44.540
Now there are times when we do stock sales. I don’t see it as much, but it it certainly does happen, if there are reasons. I I actually had a deal, that we closed last year, a flooring company, and it’s a family owned business. And for a variety of reasons, it was better to do a stock sale and so we structured it that way. And as you know, and I know you’re gonna chime in on the tax, implications, but the tax issues in a stock versus asset are are like I said, they drive the train often.

00:16:44.760 –> 00:17:06.985
Right. From the so from the seller perspective, typically, it’s a it doesn’t matter too much between asset and stock. A lot of it depends on how you allocate the purchase price of the assets and if there’s depreciation recapture. In general, a stock sale is gonna be better for a seller, but it’s not terrible to be an asset sale. I’ve seen I would say 9 out of 10 are gonna be asset sales.

00:17:07.225 –> 00:17:35.030
The the stock sales I’ve seen are due to due to potentially licensing and contracts. I’ve been in the m and a space, especially with, like, insurance brokerages. They’re appointed with certain carriers and or or medical professionals where they’re just they have these relationships set up that are not very easily transferrable. That’s where a lot of times and that drives that enterprise value. From the seller perspective, you know, the advantage of carrying the note is that you get to spread the gain over time, which is really attractive.

00:17:35.730 –> 00:18:27.130
But if the seller deeds that cash immediately, that’s where, you know, you’re gonna be in general paying tax on whatever the the capital gain is based on the cash you receive. If you have a seller that doesn’t need the cash immediately, then a seller finance note is potentially an option for the seller, although the seller is taking some risk on financing this. They do not wanna take the business back. Or you can get you can, you can engage in a a more complicated transaction called the deferred sales trust, where the where you basically create the create a trust that sell that the, the seller sells their assets to a trust, and then the trust ultimately sells it to the to the buyer. So that creates the advantage of that is that the seller now gets capital installment sale treatment and even if the buyer is paying cash or getting bank financing.

00:18:27.130 –> 00:18:56.345
If the seller carries the note and the buyer refinances, then the seller doesn’t control when they pay the tax on it. And right now, as we know, we are in a low capital gain rate environment. We have an election coming up here that could president Biden has proposed greatly increasing the capital gain rates, which would definitely deflate the values of businesses because of the tax burden. You know, that’s that so that’s that’s how I see it from the seller perspective. Now from the buyer perspective, I’ll jump in and go first just on the tax side.

00:18:56.345 –> 00:19:26.935
If I’m representing the buyer, I would pay a premium to get the, to get it to be an asset sale. Now Jim could Jim mentioned the liability issue. Right? Why why do you wanna bring on someone someone else’s liabilities? Of course, they can be I’ve seen their money set aside for potential lawsuits or hold harmless agreements in place, but if I’m ever if I’m advising the buyer, the reason you want an asset sale is that the assets you purchase are depreciable assets or you can amortize them.

00:19:26.935 –> 00:20:05.515
So, like, goodwill, that’s a 15 year asset that you’re gonna write off straight line over 15 years. But if I’m buying real estate, if I’m buying equipment, a lot of those assets can are are eligible for bonus depreciation, which we’ve talked about on the show, and you can get a significant downstroke as far as a immediate depreciation deduction. Sometimes that depreciation deduction is more than the cash you even layout if you’re doing seller financing or using an SBA loan. So in general for the buyer, I’m gonna want them to, you know, to to push towards the asset sale. Jim, what are your thoughts on advising the buyer?

00:20:06.535 –> 00:20:37.195
Yeah. Yeah. So, again, from from a legal perspective, agreed wholeheartedly, you know, as a from as a buyer in order to insulate liability, an asset sale is typically the best way to go. You would hit the nail on the head. In certain businesses, you end up doing a stock deal for reasons like issues transferring license, license, requirements, etcetera.

00:20:37.495 –> 00:21:18.110
So I I would say, really, 9 out of 10 times, you’re gonna see an asset sale structure that way. Did wanna mention something about the seller note financing piece. From a legal perspective, you know, of course, there’s the financial consideration, whether you need the cash now or whether you’re okay with carrying the note. I think, from our perspective, on the seller side, if you are going to operate with a seller note, the important thing you would want from a legal perspective would be security for that note. So if you are gonna if you’re gonna finance the the the deal, it may make sense and it may make financial sense.

00:21:18.250 –> 00:21:48.100
You wanna protect yourself and you would wanna have a pledge of really all anything you sell. So if you’re selling assets, you would wanna have a pledge of those assets, and you would want you would also wanna have a pledge of the equity of that new company so that if there is a default that’s the obvious risk. There’s a default here. And you would want the ability not that it’s a great answer because you’re selling your business for a reason. You don’t necessarily want it back.

00:21:48.180 –> 00:21:52.120
But if there’s a default, you want the ability to take it back and protect yourself.

00:21:52.500 –> 00:22:13.670
And, I mean, and do you see you know, sometimes on some of these, I wouldn’t even say larger deals. I mean, when you’re selling a business with 200 employees, sometimes the risk is less than in a business with 2 employees. Right? Because one, you know, one employee isn’t as is, integral in every piece of the business, I would say, in general. But especially for may maybe, like, a smaller, like, a 4 or 5 employee business.

00:22:14.545 –> 00:22:22.005
Do you see it ever when there’s a seller note, do you do you ever see it collateralized by maybe life insurance or or assignment of some life insurance proceeds?

00:22:22.470 –> 00:22:34.255
I have seen that. I have seen that. Absolutely. Yeah. I mean, in a business, if there is a key key man or or woman situation, then you would see that.

00:22:34.255 –> 00:23:02.285
The the the key as as the seller, the key is, look. You are you’re effectively financing, at least in part, this this acquisition for the buyer. You know, putting the financial terms aside, if there is any you wanna get paid first, but if you’re not getting paid, you wanna be able to take that business back, and then who knows? I mean, down the road, sell it again or or grow it, you know, moving moving forward. I mean, you know, there are countless stories in that.

00:23:02.285 –> 00:23:25.920
And, you know, for example, the Dan Gilbert’s business, I mean, he famously sold that business way back in the day when it was Quicken Loans, and then he ended up it wasn’t through a default situation, but he ended up buying that business back and then growing it into, you know, what it what it is is today. So you see situations where there is a take back on

00:23:26.160 –> 00:23:26.360

00:23:26.800 –> 00:23:32.340
On a on a business. And and so that’s the legal point. If you’re gonna do the no, make sure you get collateral.

00:23:32.805 –> 00:24:03.945
Final thing I wanna bring up today, which is and and this is another dependent situation on the or depends on the situation. But, you know, I have someone that owns a business, and I’ve transitioned some of mine. It’s scary because of that control factor. Like, you you really deeply care about your customers, your clients, your your team members, and then there’s some people that are that are kinda, like, at its end and just wanna sprint away. So one of the things that and I want, you know, get your opinion on the legal side of it.

00:24:03.945 –> 00:24:21.785
I you know, depending if I’m rep if I’m working with a seller or buyer, I might have a different opinion. But there’s also that human element, the transition. Does the owner stay on in in a consulting role for x amount of time? Is does the owner get paid? Is the sale price variable based on some type of performance?

00:24:21.785 –> 00:24:52.420
We see that a lot with insurance agencies. Can you take us through some of the just the legal considerations? Because, you know, I know and, Jim, you know, I mean, you’re at a large firm, but, I mean, there’s there in the tax world, there’s a lot of people that do we all, in general, do things the right way, but we do things different ways. And what I’m the way I might show something on a balance sheet might not be or the way I classify something might not be some a way someone else would. So what are some of the thing you know, to wrap it up, I guess, is the considerations from a transition standpoint.

00:24:52.420 –> 00:25:12.310
If you’re how would you talk to a business owner that’s kind of a control freak that wants stay involved, assuming the seller’s okay with it, versus someone that wants to hand over the keys and run far away, go down to the go down to the beach and have, pina coladas all day. Yeah. No. It’s a it’s a great point. And you see it you see it on in many transactions.

00:25:12.895 –> 00:25:38.720
You what what you’re touching on is the issue of control post closing. That’s right. We and you have you often have and I’ve seen this many times. You often have businesses where, the the selling owners, it’s been a family business for years years years. And so they deeply care about where that company is gonna go after the sale.

00:25:38.780 –> 00:25:55.390
They’ve worked with their employees for years years years. And so it’s a difficult thing because a buyer is coming in and paying, you know, top dollar for a business. They wanna be able to control that business on a going forward basis. But, often, the seller wants to stay involved. So you have to kinda juggle that.

00:25:55.710 –> 00:26:22.425
Usually, the issue of the employees are that that comes up in many, many family owned type businesses where it’s, hey. I wanna sell this business, but, you know, Mary has been working with me for 50 years, and I wanna make sure she’s taken care of. And that makes all the sense in the world. So always something that’s negotiated and and a little bit delicate and tricky. Chris, you mentioned another thing, post closing consideration.

00:26:22.805 –> 00:26:57.165
So what what we see more than ever, sales often have earn out provisions. So, you know, there’s a purchase price for the business, whatever it might be. And then on a going forward basis, whether it’s a year or 2 years, if that company achieves certain milestones and is successful, there’s more payment that the owner gets. So it’s, you know, it’s incentive. And oftentimes, you know, the the related issue that you mentioned is you have a a selling owner who does stay with the business for a period of time.

00:26:57.465 –> 00:27:24.860
They wanna make sure there’s a smooth transition. And, oftentimes, yes, they are paid as consultants, but they’re they’re they have a very important stake in the the earn out provisions. So they it’s in everybody’s best interest for that company to be successful post sale. You see that often, you know, Chris, you run into transactions where you have private equity or what we’ll call financial buyers. Right?

00:27:25.000 –> 00:27:47.205
They’re buying a, I’ll use the flooring company as an example, they’re buying the flooring company, but they don’t know anything about flooring, really. They know it’s a really successful business, and they wanna operate it moving forward. So, oftentimes, it’s important to those financial buyers to have, you know, continuity of business and that owner stick around for a while. So, yes, it’s it’s important, and we see it a lot.

00:27:47.585 –> 00:28:03.785
5 live. Final question. This will be can you give give everyone 1, 2, maybe 3 tips? Because we’re talking about transactions. You know, this this is about tax planning and strategy and and reducing the tax of paying your lifetime in this podcast.

00:28:03.785 –> 00:28:24.075
So what tips, just rule of thumb, easy tips, can you give someone thinking about selling their business in the future that wants to actually add to the enterprise value? And then a couple tips for people that are considering buying a business that that have never gone through due diligence. Any red flags that they should look out for?

00:28:24.910 –> 00:29:16.870
Yeah. So I think on the sell on the sell side, if if you are someone that has a an operating business and you’re thinking that you may be interested in selling it, you know, it’s it doesn’t have to necessarily be tomorrow, but maybe within the next, I don’t know, 3 to 5 years, something along those lines. I don’t think it’s ever too early to meet with, you know, someone like you on the financial side, just to talk a little bit about, hey. I’m thinking of selling this business. You know, whether whether you think that your business would be attractive to a competitor or whether you’d like to go and and have an investment banker, you know, market and try to sell the business, I think it would be good to talk to a financial advisor to help understand, you know, the the issues around, you know, how how will my how will my business be valued?

00:29:17.010 –> 00:29:38.540
As you know, Chris, oftentimes, it comes down to your earnings and what multiple Mhmm. Will be applied in a transaction. But a lot of people don’t know that naturally. And so I I think talking to a a financial adviser on the sell side, it it’s also never too early to talk to the the attorney, that you may use, or if you don’t have one, reach out and say, hey. Thinking about selling my business.

00:29:38.540 –> 00:29:57.995
Are there things that I should think about? Of course, on the on the diligence side, you you mentioned look. A lot of businesses kinda get going, and then they run. And sometimes the paperwork isn’t necessarily where it needs to be. On the legal side, you know, we could come in and help a company get prepared for a potential sale.

00:29:57.995 –> 00:30:44.250
So talk to your tax person, talk to your attorney, and just have a casual conversation on the sell side. On the buy side, I think that, you know, oftentimes the issue is finding, identifying these business opportunities where you want to, invest. And so, you know, on the buy side, if you’re looking, I think that, oftentimes the best course of action would be to try to get in touch with investment bankers, other people in that network that, you know, deal with businesses that, you know, come up for sale often. I and and so I would I would suggest that would probably be the first place to start. I mean, you could certainly start with an attorney.

00:30:45.350 –> 00:31:04.260
I I’m not terribly helpful until you’ve identified a business and you say, Hey, I like this business. I’ve been working with my financial advisor, and I think we’re gonna offer x. At that point, that’s when you would wanna, you know, come talk to me. We could help you get the LOI together and start that that, that that acquisition process.

00:31:05.665 –> 00:31:26.575
Awesome. Awesome. Well, you you guys finally I mean, very rarely do I ever shut up for an entire show, but I I filled up about 2, 2 notepads full of random comments here. And, Jim, before we forget, if anybody has any specific questions about this, what’s the best way that they can go about maybe contacting you or or contacting your firm directly?

00:31:27.470 –> 00:31:32.750
Yeah. Our our firm’s Dickinson. Right? You know, quick quick search. You’ll find us there.

00:31:32.750 –> 00:32:00.260
And, we have, don’t quote me on this, but probably close to 600 lawyers now. We’re a growing firm. We’re in we’re in a number of states. Don’t quote me on it, but it’s 13 or 14 different states, and and we are a full service firm and and, you know, cover all practice areas. You you should be able to find me there, and then, yeah, Chris, I understand that we’re gonna put some information out so that if if people do have questions, please feel free to reach out.

00:32:00.260 –> 00:32:08.185
Always happy to, you know, talk about this topic. And like I said, it’s an important one and and, one that, that I’m pretty passionate about.

00:32:08.585 –> 00:32:28.415
Awesome. Awesome. Well, thanks, Jim, for joining us on this. And, you know, it is as mentioned, I believe, you know, we spoke briefly before we started recording this as it’s nice to nice to see somebody that’s known Chris even longer than I have. So as much as me and him banter back and forth, maybe I’ll ping you one day and we can get some skeletons in this closet out in the Yeah.

00:32:28.655 –> 00:32:29.295
On the public.

00:32:29.295 –> 00:32:34.200
I’m down for the Oh, lord. I’m down for that for sure. Just let me know. That’s great stuff. It’s great stuff.

00:32:34.200 –> 00:32:43.055
But, yeah, thanks for the invite. It it it, this was fun. Pleasure. Chris, I know you do this a lot. This is my first go at it, so, audience, please forgive me.

00:32:43.055 –> 00:32:45.055
I enjoyed it, and, thank you, Bill.

00:32:45.055 –> 00:33:03.055
You did amazing, and you could see why we wanted Jim on the podcast. You know, whenever you hear about attorney, your accounts come with a certain stigma, CPAs. Right? Like, oh, yeah. I’m gonna smell like a sandwich from yesterday or a carton of cigarettes, and I’m gonna have a coffee stain on my shirt and a pack of protector, and be unkempt.

00:33:03.115 –> 00:33:21.055
But in attorneys sometimes and I don’t find this with the ones we work with, but, you know, they they come with a certain kind of a stiff stigma, but I think you’re extremely practical, and, that’s among other great attributes, but that’s one of the things I really knew that you’d connect with our audience with. So thank you.

00:33:21.115 –> 00:33:33.195
Well, thanks, Chris. Thanks. I appreciate it. You mean, Chris, you’re talking about you’re talking about accountants with pocket protectors and coffee stains and that it’s, what was it? I can’t think of the the movie, but oh, Ron Burgundy.

00:33:33.335 –> 00:33:46.460
Right? He goes attorneys. He reminds me of the leather bound books and rich mahogany. But anyways, on on that note, gentlemen, both thank you so much for this. I know our audience is gonna absolutely love this topic again.

00:33:46.460 –> 00:34:08.975
It’s as we mentioned as we kinda, you know, treaded water a little bit here at the beginning is that we we know it’s something a lot of people have those questions on and, you know, even going way back into business school, I think we probably all heard at some point in time, you know, you build to sell, you know, when you go into business. So it’s I think we I wouldn’t say we exposed. We discussed a lot of the little topics. I think that, you know, some people don’t think about maybe. Right?

00:34:08.975 –> 00:34:33.160
So just going through that process. But I think the important thing to leave on this note is that this probably is not the best thing to take on on your own. Right? Seek out some professional advice. Really going back to something that I know teaching tax flow, Chris and myself and even various guests have always talked about is building your personal board of directors for yourself, for your business.

00:34:33.700 –> 00:34:57.330
Not we’re not talking to a formalized board necessarily like you hear in a lot of nonprofits and organizations and businesses. But just having those individuals that you could call on, you can lean on for that information. So, Jim would probably make a good one of those individuals as well as as Chris yourself. So thank you both again. I know I said a couple of times as we close out here as I always like to end every show with, we will see you back here next week.

00:34:58.405 –> 00:35:31.920
Same time, different date, but different topic here on the Teaching Tax Hello Podcast. Thank you, Jim and Chris, for diving into this one with us. I know we, we tend to get a little lengthy on some of these topics because they are so interesting. I really do like it how our first episodes way back when, you know, episode maybe, like, 1 through 15, we really tried to stay about 15 minutes and kinda prided ourselves with that for a while, but then these topics just keep getting so good. The guests are so great.

00:35:32.300 –> 00:35:44.090
You know, honestly, we don’t even keep track of the time anymore. We just let it roll with minimal editing, believe it or not. So we love doing these. As always, keep the topic interest coming our way. We love them.

00:35:44.090 –> 00:35:53.645
That’s what drives us here at Teaching Tax Flow, and we look forward to seeing or I should say you guys hearing everyone again next week. Thank you as always.

00:35:57.385 –> 00:36:14.945
The content provided is for educational purposes only. We encourage you to seek personalized investment advice from your financial professional. For all tax and legal advice, please consult your CPA or attorney. Investment advisory services are offered through Cabin Advisors, a registered investment adviser. Securities are offered through Cabin Securities, a registered broker dealer.

00:36:16.180 –> 00:36:26.315
The content of this podcast does not constitute an offer of securities. Offerings can only be made through an offering memorandum, and you should carefully examine the risk factors and other information contained in the memorandum.