SESSION 1
Why A/E/C Transition Plans Fail... And Why Yours Won't:
7 Common Mistakes vs. 5 Drivers of Great Transitions
How did one A/E/C firm's poorly-written buy/sell agreement end up financing three competitors launched by former Principals? Why did using an ESOP as a place to “dump stock” result in an owner working ten years longer than she wanted? How can you avoid having to rejoin your firm to ensure your note is paid -- as happened in one poorly planned deal? We start with a look at how transition plan decisions you make at the outset have ripple effects, both good and bad, and how to make sure yours is built on a solid foundation.
• Demographic megatrends that make ownership transition harder than ever
• Impact of a poor ownership transition plan on your firm, owners, and employees
• PSMJ’s comprehensive decision matrix for selecting internal vs. external sale
• PSMJ’s 12-question tool to determine internal ownership transition readiness
• PSMJ’s simple 4-step Internal Ownership Transition Plan process
• Who should be involved in transition planning and when
• When and how to bring in legal and accounting advisors
• When you need an outside advisor to facilitate
• Why Millennials are so reluctant to buy into your firm – and how to turn them into eager buyers
• Alignment of buyers and sellers with your Internal Ownership Transition Plan
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SESSION 2
Choosing and Grooming Successors:
How to Sell A/E/C Firm Ownership to the Right Principals
Just as in an external firm sale, your transition is doomed without committed and prepared transaction counter parties. But how can you be sure you've chosen your firm's future owners wisely? What tactics are working right now to spur the next generation to embrace ownership, given the murky economic picture and market challenges? You get proven tactics for both selecting those rising leaders with the greatest success factors and convincing them to buy in to what you've built.
• Differences between ownership and leadership
• The 4 stages of ownership transition – and why Stage 2 is so dangerous
• Criteria to select potential new leaders and owners
• What’s more important – having great managers or having great leaders?
• PSMJ’s 8-step process for developing all the future leaders you’ll need
• Key traits every successful new leader must possess
• How to use Harrison Assessments and confidential peer reviews to identify those who have the “eagle gene” so you can develop them into future leaders
• How to replace retiring rainmakers (principals who bring in most of the firm’s work)
• How to relinquish control in a way that lets you sleep well at night
• Right and wrong approaches to valuation
• Factors that drive a valuation up or down
• How to assign value to intangible assets
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SESSION 3
Ownership Transition Cash Flow Planning: How to Get Ahead of the Curve
We've established how to choose and groom the next generation of owners. Now let's dive into the critical matter of timing. Learn how to build your transition schedule by setting performance milestones and adjusting for market fluctuations. You also learn how to project cash-flow demands to meet your planned exit.
• How to establish an Ownership Transition Plan that pays off your owners before they retire
• PSMJ’s model for assuring there will be adequate cash flow to make all planned payments to outgoing shareholders
• Why it’s so important to build your Ownership Transition Plan on a 10-year time frame
• What to do if you only have 5 years.. or only 3
• How to sync your firm's Strategic Plan with your Ownership Transition Plan
• How to finance your Ownership Transition Plan
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SESSION 4
Creative Ways to Get Employees Thinking Like Owners: Options, Incentives, and ESOPs
The most successful ownership transitions don’t merely transfer ownership. They also incentive new owners to make the firm even more successful. In this session, you learn five creative techniques and which ones are best for your specific situation..
• 6 types of equity-based incentive plans that will boost your firm’s performance
• When and how to create multiple classes of common stock
• How to set up an effective stock bonus plan
• Stock Appreciation Rights that improve performance, reduce turnover of key employees and begin the process of ownership transition for your rising stars
• Incentive Stock Option Plans that make your best employees think like owners
• When a Phantom Stock Program is right for your firm
• Pros and cons of ESOPs -- and how to set one up
• How to retain majority control of the firm while selling stock
• When internal ownership transition just won’t work, four other ways to get maximum value for your stock
• Dealing with last-minute snags
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SESSION 5
Crafting a Great Buy-Sell Agreement: Absolutely Essential Elements for Securing your Future Prosperity
Now we're ready to put pen to paper and draft the most critical document in this whole process -- the Buy-Sell Agreement. In this session you learn about agreements that gave A/E/C firm owners exactly what they wanted, and ones containing unexpected landmines that detonated at the worst possible time. Plus, you get the terms and deal-breakers that apply only to A/E/C firm transitions -- the "inside baseball" you won't hear from generic business consultants who don't specialize in our industry.
• The most important parts of your Buy-Sell Agreement
• Why non-competes don’t really work (and what works better)
• When gifting stock a viable option -- and when it sets the firm up to fail
• 59 Buy/Sell Agreement mistakes that can cost you millions
• How to indemnify former owners without killing the company
• 35 terms you need to implement right away
• Actions that should require the vote of a super-majority of shares
• Special considerations that should be reserved for founders
• Limits of spousal authority in case of shareholder’s death, disability or divorce
• The kinds of shareholder insurance you should get
• Share percentages required to modify the Buy-Sell Agreement
• How to document the deal so you stay out of court
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SESSION 6
Launching Your Transition Plan: Implementation Essentials and Problem-Solving Hacks
Your transition plan is finished and all parties are in agreement. Now what? Learn how to put your plan in play and monitor firm and staff performance targets to reduce the risk of a nasty surprise. And given that "the best laid plans of mice and men" are subject to externalities we can't always foresee, you get techniques for dodging disasters and adjusting to change.
• The two biggest mistakes owners make when selling stock to employees
• Why you should never ask your personal attorney to prepare your stock sales prospectus
• How a tug of war between sellers and buyers can kill the “goose that’s laying the golden eggs”
• The 3 best ways to resolve partner disputes
• Structuring your offer to get fair value while making Millennials eager to buy in
• How to prepare an effective Ownership/Leadership Transition Guide
• Implementation steps for everything you've learned
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