Family Business Succession Planning

The business section of the March 20th issue of the Arizona Republic had a front page article titled “Families Passing Business Torch”. My practice often involves working with families on the subject and I found the article very timely, particularly since studies tell us that during the next several years 30 to 40 percent of both family, as well as non-family owned businesses will “attempt” to transfer ownership. I say “attempt” because 2 in 3 family businesses fail after transition to the second generation. As business owners approach retirement age, they are dealing with several complex questions and conflicting goals.

The business owner wants to monetize his equity in his corporation, and in many cases there is a desire to maintain family ownership of the business. If the business is sold to outsiders to achieve personal financial security, the children are left without the legacy of the family business. Alternatively, if the owner decides to transfer the business to family members, then the owner will likely be without the same personal financial security and may have to deal with a significant gift or estate tax liability.

In many cases, business owners adhere to what I call the “avoidance of the unknown syndrome”, which translates into: if I don’t think of the problem it doesn’t exist. Statistics tell us that these situations often wind up resulting in a forced sale of the business by the owner’s estate in order to settle the estate taxes. One very notable example is the Robbie family’s compelled sale of their ownership interest in the Miami Dolphins and Joe Robbie stadium. The cover page of the March 26th issue of the Wall Street Journal mentions that treasury officials continue to be opposed to a reduction or elimination of the estate tax contending it would be too costly and a sop to the rich.

There are many different options to accommodate the objectives of business owners relative to succession planning, but some of them are necessarily more painful than others and/or more tax expensive than others. One strategy that has been around for about fifty years and is currently employed by about 12,000 U.S. corporations is the Employee Stock Ownership Plan (ESOP). Simply stated the most notable advantages to a business owner are:

He can sell a portion of the business to the employees in a very tax-friendly manner,
Keep or retain actual control of the company in the family; and
Significantly reduce his income, gift, and/or estate tax liability.
The ESOP strategy is often used as an ongoing tax shelter to be used later for succession with much additional tax benefit.

This represents the best of all worlds since the business owner is able to (1) to achieve personal financial security by liquidating a portion of his single largest asset and (2) to keep the family business in the family. When properly structured, the ESOP can enable the business owner to obtain greatly enhanced liquidity and diversification — with far more real value. Approximately fifty years ago, Louis Kelso was successful in convincing Senator Russell Long, the then chairman of the Senate Finance Committee, to propose legislation that would provide very dramatic tax and cash advantages to business owner ESOP sponsors.

Congress enacted the legislation and today, fifty years later, those benefits remain available to business owners of closely held companies. Under Internal Revenue Code Sec. 1042, a shareholder who sells stock to an ESOP is able to forego the payment of any capital gains taxes due — if the sale meets the specified conditions. Essentially the business owner has a year to reinvest the cash from the sale of his stock to his ESOP into some alternate type of security.

This provides a superb means of income during the retirement years and if held until his death the business owner’s family will never have to pay capital gains tax on the ESOP stock sale. An aggressive gifting program to family members can produce significant income and estate tax savings for the closely held business owner. If the business owner has a philanthropic inclination, by using a strategy called “CRUT” (charitable remainder unitrust) a significant amount of annual income can be guaranteed for Mr. Business Owner during his and his spouse’s lifetime in addition to a large upfront tax deduction. And in fact, structured properly the family wealth can be magnified, as well as providing a significant sum of money to the charity.

Currently, the U.S. gift and estate tax rates are significantly higher than capital gains and even ordinary income tax rates. Combining an ESOP with estate planning techniques can result in business owners successfully keeping the business within the family or where this is not the intent, provide a very unique mechanism to transfer ownership to non-family members. In both cases, because of the dramatic tax and cash advantages it makes good sense for business owners to explore their options and the ESOP strategy is certainly worth looking at.

Differences in the Types of Auctions That Take Place Around the World

Auctions are those events where properties or goods are sold to the highest bidder. Auctions are mostly public events, where bidders make a series of bids and purchase a particular item for a high price. During auctions, bidders decide the price of an item rather than the seller. It depends on bidders to decide the amount they would want to pay for a specific item. During an auction, a bid is a proof of a legal binding. Bidders agree to pay the amount that they have bid. In a high profile auction, bidders may have to pay a deposit in escrow accounts or give a proof that they can pay for those items.

Types of Auctions:

Different types of auctions take place around the world. Below mentioned are some types of auctions:

1. English auction:
This is a basic type of auction. In this type, people can see the item and then start bidding. Bidders slowly raise the value of their bid until everyone gives up. The highest bidder is the winner. An auctioneer manages an auction, keeps records of the on going bid and decides the winner. Sometimes, the seller will quote a minimum amount for an item to the auctioneer, below which the auctioneer cannot sell that item.

2. Dutch auction:
In this type, the auctioneer sets a particular price and then gradually lowers the price. People in public will start bidding and later decide which prices are suitable for the item. A seller may use this type of auction to sell large quantities of same products to the public. For instance, a seller may want to sell a large amount of hay and will thus, decide to sell this hay to people for the same amount, once a reasonable price is decided.

3. Silent auction:
In this type, the bidders in public will present their bids in a sealed format. These sealed bids open at the same time and bidder with the highest bid wins. There could be a modification in this type of auction. The bidders are allotted a specific period to bid. They can roam in a room displaying the items, and write their bids on an associated sheet of paper. The bidders are allowed to see bids of other bidders and can choose a higher price for an item. At the end of the allotted time, bidder with the highest bid is the winner.

Examples of Auctions:

Auctions can be of two types either public or private. Sellers may trade any kind of items in both types of auctions. Some areas where auctions take place are:

1. Antique auction: An antique auction consists of a trade opportunity as well as provides entertainment.

2. Collectable auction: In a collectable auction, the seller may put up collectables like coins, vintage cars, luxury, stamps, real estate, and luxury for sale.

3. Wine auction: In wine auction, bidders can bid for rare wine, which may not be available in retail wine shops.

4. Horse auction: Bidders can bid for young horses of the best breed.

5. Livestock auction: In livestock auction, bidders can buy pigs, sheep, cattle, and other livestock.

The other examples of auctions may not be public. These auctions are for bidders from corporate levels. Some examples of private auctions are:

1. Timber auction
2. Spectrum auction
3. Electricity auction
4. Debit auction
5. Environmental auction
6. Auto auction
7. Electronic market auction
8. Sales of business auction

Bidders in an auction need to examine the items displayed and decide an appropriate price for an item. Thus, auctions help buyers in getting the best deals and in gaining better profits for sellers.

Five Tips for Selling at Live Auctions

Ah, the old-fashioned country auction! The idea of a country auction conjures up certain images for people. The image of a fast-talking auctioneer offering up an antique table or chair is a popular example.

People who are buying household goods or collectibles are looking to get their items at the lowest price possible. However, the people who are selling their items at auction are hoping for the highest price!

Unless a person is in the business of buying and selling antiques or other items, not a lot of thought goes into how goods are prepared for sale via the auction process. However, if you are one of the growing number of people using auction venues to sell your collectibles or other inventory, there are a few things to learn first about how to sell at auction before you bring a truckload of stuff over to the next event.

Tip 1: Make sure the things you want to sell are a good “fit” for the auction house you’ll be using.

Never bring a load to an auction house without actually having been to one of the previous auctions. It’s important to get a feel for the type of goods that the house sells. For example, at one very rural country auction it was common for the owners to sell live chickens, pots and pans, car parts, and farm equipment.

After close investigation, this would not be the right venue for selling your daughter’s “Hello Kitty” collection. On the other hand, the spare John Deere parts that you bought at last week’s yard sale might be just the right thing for the buying crowd at this auction.

Tip 2: Be sure you clearly understand the terms and policies of the auction house.

Visit with the auctioneer ahead of time. Call to find out what the best days and times are to visit. One of the worst possible times to drop in for an informational visit with an auctioneer is the day of the auction. Call ahead and ask. While you’re at it, find out what are the best days and times to drop your stuff off.

Once you have a little time with the auctioneer, you’ll be able to find out what type of commission he or she takes from consigners (which is you), and what type of paperwork might be needed. Some auction houses send out Form 1099 tax forms at the end of the year. An auctioneer may need to see your identification and have you fill out a W-9. Be prepared.

Find out what happens to your items if they don’t sell. For example, some auctioneers may have a minimum starting bid. If, for some reason, one of your items does not sell, it may be grouped with another one of your pieces. Know the auctioneer’s strategy beforehand so that you aren’t surprised on pay day.

Tip 3: Make sure the auctioneer knows what you’re selling.

It might be perfectly obvious to you that the signed print you are consigning is a rare and valuable piece of art. However, the auctioneer may not know this particular artist. Make a note of anything particularly special about your items, and leave the note with the piece. Be sure to tell the auctioneer about it as well. He or she might determine that this is something to highlight on the company website or in the newspaper listing.

Tip 4: Present your items neatly.

No one likes to have to dig through a box full of grimy and greasy car parts to see what treasures might be in there. Separate the parts and lay them out on a flat, or use more than one box to de-clutter the lot.

There is no need to buy fancy display boxes. It’s easy enough to go to the local convenience store or supermarket and ask if you can have the emptied boxes or flats that they are discarding.

While it’s good to present clean items, take care not to ruin the value of anything by over cleaning. For example, if you find some old cast iron cookware, clean the obvious dirt and grime, but don’t scrub it to its original finish. For many people, this ruins the value of the item. So, clean and tidy and organized is the key here.

Tip 5: Don’t complain to the auctioneer if your stuff doesn’t sell for as much as you’d like.

The phrase to remember here is, “You win some; you lose some.” That’s just the way it is. There are some days where an auction house is loaded with people who all seem to want what you’re selling. There will be other days where the crowd is sparse, and the bidding is simply not competitive.

Remember that it’s in the auctioneer’s best interest to sell your things for the highest possible hammer price. But sometimes, it’s just not going to be a stellar sale. The auctioneer is only human, and is also disappointed if a sale doesn’t go as well as planned.

If you notice that every time you bring a bunch of goods to sell that you’re not realizing as much as you think you honestly should, try another auction venue and compare apples to apples. That is, bring the same types of items to the new auctioneer and compare the results.

Unless the auctioneer is particularly disagreeable or inconsiderate to you or buyers, there is no reason to confront him or her about a sale. If you find you just don’t care for an auctioneer’s style or methods, find another one. Believe me, there are plenty of them out there!

The primary thing to remember as you learn how to sell at auction is that the business is unpredictable at best. You will have good days, some not-so-good days, some great days. The more you sell, the more experience you will gain, and the more enjoyable the business will be.