Aug 13, 2023

125: The Ownership Journey and Life After The Deal with Bruce Werner

If your goal in life is to have no regrets, what are the things you need to address now to be happy about your business transition? Bruce Werner, family business advisor and author of “The Ownership Journey,” joins Laurie Barkman on Succession Stories to discuss how a board of advisors or family board can help with the growth and transition of your business. They also explore common issues owners face with life after the deal. You can make more money, but you can’t make more time. 

 

Listen in to learn more about:

  • Fiduciary boards vs. family boards

  • Understanding the generational differences in ownership

  • How to hire a new CEO

  • The importance of succession planning

  • Defining your purpose and social structure

  • Advice for business owners thinking about creating a board

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About Succession Stories Podcast

Succession Stories is an award-winning podcast guiding entrepreneurs from transition to transaction. Hosted by Laurie Barkman, author of “The Business Transition Handbook: How to Avoid Transition Pitfalls and Create Valuable Exit Options.” 

Learn more about Laurie’s strategic business transition planning and M&A advisory services by visiting: https://thebusinesstransitionsherpa.com 

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SHOW SPONSOR: STONY HILL ADVISORS

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Visit www.stonyhilladvisors.com/podcast for a complimentary business valuation.

 

Transcript

Laurie Barkman:
Bruce, welcome to Succession Stories. I’m excited that you’re with me today.

Bruce Werner:
Thank you for having me, it is great to be here today.

Laurie Barkman:
We are going to have a really interesting conversation. It’s not often that I talk with people who have done both sides of the table in terms of transactions, buy side and sell side, and you’ve been part of a family business for multiple generations, and also you work with business owners to help them in their next phase of their entrepreneurial journey, so let’s start with you. Tell me about the succession story for your family business.

Bruce Werner:
Thank you for asking. We owned Werner Ladder, we actually had three businesses, the largest climbing equipment company in the world, we were the largest independent aluminum extruder in the country and so if you drove a car, or were in a building in New York, you probably used our products and didn’t know it. We also had a property and casualty insurance company and over 80 years, we were very fortunate to grow a big business, but our markets changed.

I was ready saying you can never sell the family business and one day lo and behold, we woke up and two customers or 40% of revenue and the business was about taking care of the family and I will often say, families choose business first or family first. Inherently, we chose family first, the business was an asset to protect the family, we wound up making the right decision at the right time for the right reason and for the most part, 23 years later, we all pretty much get along. We did not make a decision quickly. We spent a couple of years, we had a lot of outside consultants and we found someone who worked well with us. We had good advisors, and we were just because we’re all engineers very analytical about it and eventually, well, very difficult at the time. Looking back, I’ve consistently said, “We did the right thing to protect the family.” Each family situation is unique. I would encourage people to focus on the process that they’re going through and get good advisors because while it’s the first time for you, it’s not the first time and we should learn from those who have walked before us and then you know, history rhymes it doesn’t repeat, as Mark Twain said. Take those snippets and learn how to optimize it for your own circumstance.

Laurie Barkman:
What was the circumstance for your family? How many family members were in the company at the time?

Bruce Werner:
We had 10 insiders; four dads and six sons in the boardrooms. The dads were second generation and grew up in the business. My dad had one job for 45 years. The six sons, we had three rules, you had to work somewhere else first, you started at the bottom and worked your way up, and you worked for your uncle, not your dad because we were so big. Two of the cousins were M&A guys at Goldman Sachs, one was CFO of a public company, I had started a company at age 25, and one of my cousins was a corporate M&A attorney. One dealt with the largest steel plants in the country, so no shrinking violets.

I think only one of us didn’t have at least one graduate degree. We were all fortunate and all were going to do something. We had 10 insiders, but we had 110 shareholders spread across five family trees spreading from Paris to LA so we had a number of I’ll say aunts, widowed aunts who dependent upon the dividend for their livelihood, separate from we had family members who had very successful careers, having nothing to do with the family business and so we tended to take best practices of public companies, so we had a defined dividend policy. We had a very detailed annual report, we had very detailed communication to the shareholders, because we were fiduciaries and we acted like fiduciaries.

Our top management team, I said we had 10 family members. We also had 10 non-family executives who were critical for our business so the top management team was actually 20 which is huge but those non-family people grew up shoulder to shoulder with my dad and his brothers and built the business that my generation was able to come into so they were valued and respected and they they knew all the family garbage going on. They were great mentors to us and as I always say we were successful because of our people, it’s not because we were magical. It’s because of them I went to college. Everyone knows business is about people and this is just another example.

Laurie Barkman:
How many employees did the company have towards the last phase?

Bruce Werner:
At the peak we had, I believe, 3500 employees. We have seven manufacturing plants in the US. We had 11 licensees to distribute around the world. We had 7, 8, 9, 10 unions, we had steel workers and machinists and teamsters, and unaffiliated we had, we went through horrific labor strife in the 70s and 80s. We were shut down for six months. I remember my uncle trying to go to work and someone put a shotgun on the picket line, and you’d wake up in the morning, there’d be broken glass on your driveway. Our headquarters was in western Pennsylvania, which is steel and coal country. These stories are from–for a large part–a bygone era, but very well known in American labor and that’s a component of where we came from. It’s far from Silicon Valley.

Laurie Barkman:
Yeah, very far. Actually, the Homestead Act was named after just that little town of Homestead, just across the bridge from where I am.

Bruce Werner:
I’m intimately familiar with the goings on of Morgan and Carnegie and Frick and all those guys.

Laurie Barkman:
Yeah, absolutely. The company conversations, I can’t even imagine the boardroom. So did you have a fiduciary board and a family board?

Bruce Werner:
We had a traditional fiduciary board. As my generation came into the business, let me just say, business governance and family governance and I know you want to talk about governance later but there are two separate things they need to develop on their own. Corporate governance tends to develop first, successful families have family governance, and family governance is typically a couple of components. There’s a family assembly, where it’s everybody, and it’s educational. There’s a family council, which is the body which conveys the wishes of ownership to the management team as between them, the fiduciary board and the business takes direction from the ownership group to run the business. As owners, you only make a handful of decisions. What business am I in? Who runs the business? How do I find it? What do I want from it, and one or two other things other than that, as an owner, you’re done. Now, most families choose to employ themselves to run the business, view their W-2 and distributions as their policy until it gets confused, but at our size, we had a run, we needed to be professionally managed and so as my generation came in, we used to have kids, we would have annual family meetings and we would take 100 people to this great place in Longboat Key, Florida and the guys, as we would say, would have business meetings all day, but then the families would meet every night, it was way for all the all the relatives got to know each other because we were spread all over the country and we wanted the kids to know each other and develop good relationships and so that is what would be called a family assembly. We bought a business in Florida a long time ago. Florida has this unique law that the annual corporate meeting must be held in the state of Florida. Seems reasonable. Since we were all northerners, and it was pretty damn cold in Pittsburgh, we thought February was a great time to have a meeting in Florida and everyone managed to be available.

Laurie Barkman:
Gee, go figure. Sounds like a great idea. Good for Florida to figure that out and good for you guys to say yes to it, so there’s the family assembly, which is different than the family council.

Bruce Werner:
Correct.

Laurie Barkman:
The family council, what’s the mission of the council?

Bruce Werner:
The family council is a small body. It’s the bridge between a large diverse ownership group and the Board of Directors of the business. They need to have the business smarts to get the family to come do positions that can be communicated to the business and its issues like do we want to go do an acquisition or not? How much risk do we want to take in the business? Are we willing to take out a huge loan to go get into a new product line? Are we happy with what they’re doing with the business? Do we want more current income or do we want to focus on growth? If the family has issues like we don’t want to be in certain businesses from an ESG perspective we don’t want blood diamonds or cigarettes or munitions as an ownership group. You can say, “We don’t want to do that,” but you need to communicate it in a way that’s effective and so the family council is that. It’s kind of like a board of directors for the family, they don’t have a vote, right? They have an obligation to be this in between. Because if you have a very large family with diverse opinions, you gotta go herd the cats. If you’ve got… if it’s one parent and three children, it’s the dinner table, so scale matters. As families grow, they get more complex, it’s more diverse opinion, you need more governance and it’s always true that if everyone grew up under the same roof, it’s pretty simple. When you grow up with different parents, different parts of the country, different communities, your life experiences are different so we had a couple of sets of cousins that grew up in a wealthy community in Chicago, very much a politan another set of cousins who grew up in a very, very small town where you did not want to stick out. You wanted to blend in, you didn’t want attention to the kids in the city. There’s different drivers on behavior and different personalities; we do things differently, you need a mechanism to keep the wheels on it.

Laurie Barkman:
Yeah, absolutely, and what size companies, what size revenues does the company typically become before they say, “We need a fiduciary board or a family board?”

Bruce Werner:
Great question, so in my current practice, I help business private businesses form and run boards of advisers and boards of directors, there’s a lot of observation, that when businesses hit 25, or 30 million revenue, people start asking the question, or their friends start telling the owners, you ought to be thinking about a board. There’s nothing magical about that. It’s really about the span of control up to $10 million. One person can be a competent person, can run a business, you start pushing $30 million. There is typically one or two people in charge, and there’s not much management. What happens is you don’t have enough time, enough hands, more importantly, you only have your own experiences and the challenges you have require broader experiences and so you need other opinions, and that’s what drives the need to go talk to outsiders. Now, there’s Vistage, there’s YPO, there’s lots of those CEO peer groups, and they’re not all the same and those are all great. In some cases, those serve as that board of directors, especially in Vistage, and if it does, that’s great. That’s not a reason to join one of those groups.

A real board has a different function. People form boards, when they say, “Listen, I’m looking out three to five years. I see issues, I don’t know how to solve them, I need help dealing with a three to five year issue.” If sales are down this year, boards can deal with that but that’s not why you form a board. You form a board because you’re thinking about the future and boards are like a bespoke suit. It’s custom fit to you. We’ve all seen annual reports from public companies and all the things they have in there and that’s necessary for a public company. It’s not true for a private company, you should do what helps you and forget the rigamarole and so I say there’s three or four types of advisory boards. There’s consulting boards, where you pay a per diem, and you bring in some people for a day or two a year on certain issues. That’s kind of like the starter kit. There’s Junior advisory boards, where you have the typical four meetings a year, some interim stuff, but a narrower set of issues really on growth, capital and developing talent and you stay away from all the sensitive issues about management, compensation, performance review, family politics, that’s third rail, and then a full advisory board substantially mimics a fiduciary without the vote. It’s a little gray on like, are we going to review CEO performance? Are we going to talk about family compensation? That’s situational dependent. I’ve seen it handled many different ways. It’s really about what the owners want and help the outsiders you bring in are going to, they’re going to look for signals of what they can talk about. The better ones will just tell them, “Be upfront what’s out of bounds. Tell me the rules.” Most will watch for cues and you’ll kind of pro but as owners, you get out of what you put into it and so I always start with, it’s a needs assessment of what are the needs, then let’s design a formal board for those needs, knowing that your needs change over time we refresh the board we reposition. It’s a living, breathing organism and it needs to be managed like that.

Laurie Barkman:
That’s really interesting. When you’re hired to help a company create a board of advisors, do you go into it with the open mindset that it could be one of those three types of consulting: a junior advisory or a full advisory?

Bruce Werner:
I go in with a blank piece of paper and a curious mind. There’s a question of what are their needs, and then what will they tolerate? If it’s a first time, bringing an outsider to the first time is a test of the character of ownership, I don’t mean that in a negative way. Some people are more open minded about it, some are very close to the vest. What’s important is to understand how they are and adapt to that. It’s certainly okay to suggest, “You might want to be a little more open here or there,” or you know, “You may be better off by being receptive to information,” but you gotta start with, where are they today? Recognize it’s evolutionary. Where are they today? How do we get them on a good path? Where can we get them to in the future? Do they want to go there? I mean, nobody says you have to double your business, you have to grow. It’s your asset, you can do whatever you want. Just need to be honest about it.

Laurie Barkman:
Do you see any patterns or any differences between a founder looking for an advisory board versus next generation relatives, two or three siblings together, and what are those dynamics?

Bruce Werner:
There’s a tremendous amount of literature and research on the generational differences. Let me just use our family as a very common example. Our founder, the more I think about what he did in his life with a sixth grade education, it’s just incredible. He just had that what we now call that X factor, to do things that were unthinkable against all odds and press forward, and a true entrepreneur in the classic American way. With the second generation, first of all, your problems are different. You’re not worried about staying in business, you’re worried about managing growth and developing talent is a different set of challenges. Also, if you’re the founder, you don’t call a vote to do it. When you’ve got typically siblings and a second generation, there’s always a negotiation, the fact that you had the same mom makes it easier.

Typically, and our case is typical, there were four siblings that divided the business into four parts and you didn’t step on the other guy’s turf, and everyone got along. Fortunately, they were talented, and they loved each other and it worked. Put me through college. If these siblings don’t get along or can’t communicate, that’s why a lot of businesses exit family ownership to the second generation. Third generation is different. One of the factors if the family has had some success, they didn’t grow up starving, like the founder typically did. They’ve had the benefit of the effort of the prior generation. Their worldviews are different. They say, “I can, I don’t have to go on the ferry, but I’m gonna do something else.” They typically have good education so in each generation, the point of view is different and in the same way that the challenges are different. The challenge is for a third generation with a bigger business, more business risk. If you have a bank loan, if you have a $100 million bank loan, it’s different than borrowing $100,000. More complexity, so the real question is, is each generation up to the challenge of their generation, and what they should learn from the past. Going forward, they need to create a new answer and that determines if the business prospers and goes on.

Laurie Barkman:
Should business owners pick people that they know and that they’re friends with, or should they create a recruitment strategy? I’m probably leading the witness.

Bruce Werner:
That goes back to consulting boards, junior and full advisory boards. The consulting boards tend to be some evolution of your golf buddies and that’s okay, if you’re uncomfortable with outsiders, we’ll take a baby step. It’s a place to start. I’ve often counseled people, “Just have one meeting.” Don’t commit beyond. Just say, “I want to have one meeting,” and just try it. If you like it, you pick three people, two are great, one needs to go. Great. You’ve learned, you’ve moved forward, that’s okay. Depending upon the size of the business, the needs and the complexity, you want to be more formal with a search process. The things to remember are, what are the issues I’m trying to solve, who’s gonna be bringing experience with that issue and who wants to have an impact, and you got to bring outsiders in. If they’re doing it for a minute, you got the wrong person. The really good outsiders do it because they want to have an impact. They want interesting things to work on and they want to work with interesting people, those people do the best job for the owners and the money respects them for their time and there’s well established compensation surveys for outside directors so it’s not a question of, “What’s the job worth?” That’s well known but you’re doing it for people who have a passion for having that impact and the more advanced and sophisticated you are, the more you realize, you want to run a search just as if you were hiring a new CEO from the outside or a new CFO from the outside, you’re looking for the right talent for the need but some people need to evolve to that point, because they’re just not used to having outsiders telling them what to do and that’s okay.

Laurie Barkman:
Yeah. One of the things I saw you wrote is “noses in fingers out, sensors on.” Can you talk about what that means?

Bruce Werner:
Yeah. I started doing board work in my late 20s, first in family business, and since then I’ve been on 10, or 12, or 15 boards. There’s a couple of trade associations for people interested, one is the National Association of Corporate Directors, which is really focused on public companies. If you’re in the private company world, it probably is not as good a fit but a really great one for private companies, it’s called the Private Directors Association, it started seven or eight years ago, there’s 3000 members that are in 20 cities, it’s a volunteer organization, has great resources, great training and that’s where I learned this expression, which kinda, it makes it really simple. What are you supposed to be doing as a director?

‘Noses in’ means you ought to be poking your nose in looking for trouble, but not making any. Ask insightful questions, kind of push and prod a little bit. Fingers out means you’re not management. Most people who do this have run businesses or used to be in charge and get it done and an action plan. Wrong. You don’t want to cross the line from director to management and that is a learned skill that you need to unlearn your natural instincts. If you’re qualified to be a director, you probably have to go wrestle with this. Unless you’re coming out of academia or something like that. Sensors on. The original phrase was ‘noses in, fingers out’ the new phrase is the ‘sensors on’ which means you need to have an antenna up to anticipate issues. Don’t wait until the phone rings, and “Hey, we got a problem.” I spend a lot of my time thinking about, like, well, where does this situation take us? The most important thing you can do as a good director is ask a question that changes the conversation. When people go, “Oh,” and then they just stop. That’s one of the best things you can do. Because, one of my favorite quotes is, “It’s not about getting the right answers. It’s about asking the right questions.” As a consultant, my job is to ask the questions that make a difference. If you do that, people don’t have to solve problems. Let’s have them solving the problems that matter.

Laurie Barkman:
Right, and are they working on the wrong things? Good questions lead to working on the right thing.

Bruce Werner:
Right.

Laurie Barkman:
There’s so much that we’ve talked about today that I know we could go deeper, maybe we have you come back on. So many business owners asked me about this topic of creating an advisory board and it’s a very relevant topic for companies, as you said in that revenue range of about 20 million and how to think forward. Another part of thinking forward is succession planning and what I like to call transition planning and I of course, work with clients to help them think through that. In your experience, you’ve met many business owners, you’ve served on boards, and you’ve seen it up close with your family, that what happens when you’ve moved on can be disappointing. Some people say it’s bittersweet, because they’ve let something go that was really meaningful to them, a part of their life, a part of their identity and many people walk away feeling unhappy and it’s hard to believe because they have, quote, unquote, all this money now, and they should be so happy. Can you share some stories that illustrate this point?

Bruce Werner:
Yeah, so I actually do a lot of work with what I generically call life after the deal. You talk about, “Do I separate management succession from ownership succession?” We spoke about ownership, succession management. Succession, it’s kind of a different subject. Let’s leave that one aside. I have very strong feelings and have had tremendous observations of what happens after people selling leave their business and the most striking example for my parents generation.

We had a rule that you had to retire at 65 and we partially timed the sale of our business, my dad’s a twin, so of the four siblings, there’s two twins. Part of our time was driven off, “Let’s do it so that they can retire at 65 and have a traditional retirement,” that had value to our business, so they retired, they moved to Florida, do all that kind of stuff. Talking to dad one day, he says, “You know, it’s really kind of strange, you know, we’re on the East Coast. There are a lot of New Yorkers down here,” because of where they were and they’re these guys who are captains of industry, titans of Wall Street, they’ve got ungodly wealth and they’ve had 10s, or hundreds of 1000s of people working for them and they’re dead in six months and he’s saying, “So you go from having people waiting on you hand and foot, the wave of a hand, you control lives, and pardon me, but you’re just another old guy at Starbucks. Nobody cares,” and he had several friends who literally they you know…and I have some writings coming out.

Doing some client work specifically, then, just before coming on with you, I was in this conversation with a client of. You need to have a purpose. You need to have an identity, those are typically locked up in your job, you certainly need to have financial security worked out. You need to think about what’s your legacy? What do you want your legacy to be? The last one is, what about the people who made you successful? In my first book, the last chapter is ‘Life After Deal’. I say you need to start planning three to five years ahead. You need to make a list of what you are afraid of? What do you like to do? You need to run a series of small experiments, and give yourself permission to fail to figure out, “What am I gonna do, I don’t go to the office anymore.” It is a new job. I don’t care how successful you are in your current business. This is a different challenge that requires a different set of skills. If you had a successful business, you can figure it out but you need to purposely apply yourself and every natural instinct you have says, “Don’t do it.” In our generation, unlike my parents’ generation, my dad’s 92. He’s had 30 years since he retired. How about how are you going to fill 30 years, you’re not going to the office. He’s a great role model. He’s done a magnificent job. That’s what worked for him.

I’m not suggesting what works for him with someone else but you need to figure out your own path and taking ownership for that and getting started. “I submit,” is way harder than running your business, if you have a successful business and you can’t pull a book off the shelf, there’s a couple of books written about it but not a lot. When I talk to Wealth Advisors and financial advisors who counsel families, they say this is still one of the biggest issues they see. It doesn’t matter how much money you have. Money often makes it harder because it blinds you to issues that have nothing to do with money. It’s, “What’s my purpose?” How to identify, very importantly, “What’s my social structure?” If you spent 60-70 hours a week in the office, who you got to talk to for 60 hours a week. My mom said, “Hey, for better or worse, not for lunch. I spent 45 years having live because you were never here. I’m not giving up bridge for you. You go figure out your own thing.” Again, from a very traditional marriage. It’s really true. Yeah, there are serial entrepreneurs who, they’ll buy, build and sell 5, 6, 7 businesses so they don’t have the traditional retirement. My comments are really people are somewhere on that traditional path that at some point, they’re not going to have responsibility. Or they want to go into ‘let’s slow down a little bit’ phase. I have a couple clients like that. “I want to go to the office halftime, I don’t want the…don’t call me for every HR complaint. Don’t spend more than x without calling me,” which is perfectly good. That actually segues really well to figure out the next stage because they did a traditional you walk out on Friday with a gold watch and never coming back. That’s probably the hardest way of doing it for people running their business. That doesn’t work too well.

Laurie Barkman:
Yeah, that really resonates with me. I have a client, he just said to me recently, that working on this 10 year transition plan that he and I have put together and thinking about that, and those next steps in his entrepreneurial journey–he’s a founder–is so much harder than the steps to build the business and I thought it was really interesting he said that, and that dovetailed really closely to what you said. Taking the time to think about the identity outside of work, the relationships outside of work, that role that you have outside of work and creating these pull factors pull you towards your next next thing versus feeling like you’ve been pushed out, and how can we help people avoid that? Ultimately, what we want to avoid is that feeling of regret. I know Daniel Pink has done a lot of research and writing on regret lately, and you’ll probably be hearing about that more in the media and regrets are things you can’t get back. You can buy things but you can’t buy more time. The things you do, it’s the things you didn’t do.

Bruce Werner:
Yeah, and so I’m just going to echo back, because in my work, I say the goal is to have no regrets, a common phrase I use. Another quote I like is, “You can make more money, but you can’t make more time,” so I always tell people; figure out how to use your time as long as part of the business isn’t at risk of failure, not under stress, financial duress, it’s about time and as you age, time becomes more precious. Also your priorities tend to narrow and the things you used to tolerate, you just don’t tolerate anymore. That’s part of the biological process and so focus priorities, how do I want to spend time? When we get to the last stage of life, where we don’t have our vitality, and we’re still kind of with it, you spend a lot of time looking backwards, because you’re not really looking forwards. How do you be happy then? Sure, we made some mistakes, but for the most part, it was pretty good. I wish I didn’t do this or that but to say it was a life well lived and I’m proud of it, that’s the blessing you’re hoping for.

Laurie Barkman:
Absolutely. Well you did share a couple of quotes. Are those your favorites that you wanted to share with me today?

Bruce Werner:
Yeah, those are the ones I tend to repeat the most often, so it’s about asking the right questions, not getting right answers, and you can make more money but you can’t make more time.

Laurie Barkman:
Absolutely. Bruce, if people want to get in touch to learn more, what’s a good way to find you?

Bruce Werner:
Thanks for asking. My website is brucewarner.com. Werner, we don’t make cartoons like Warner Brothers and my email is bruce@konaadvisors.com.

Laurie Barkman:
Awesome. Is that your favorite coffee?

Bruce Werner:
No, actually, the story was, I needed a name for my company and I wanted a story. Alma Mater, dogs, kids, I couldn’t come up with anything and I’ve been in Hawaii 10 or 15 times, kind of fond of it and I just wanted a name I didn’t have to spell on the phone and people would remember. and so I was stuck in a snowstorm one day and a lawyer asked me, I said, “Well, I’ll try this and I’ll bury the name if it doesn’t work,” and have I have some Hawaiian on my voicemail. One day I got a voicemail, “It’s the middle of February. It’s miserable outside but I heard your Hawaiian. For just a minute I was on the beach with palm trees swaying and blue water and white sand and I just felt so good.” That’s when I knew I had the right name.

Laurie Barkman:
That’s the right name. If you had one thing, one thing that you wanted to recommend to a business owner who’s been thinking about creating an independent board, what’s the one thing they should do?

Bruce Werner:
Be honest about what they’re really trying to get done.

Laurie Barkman:
Then call you.

Bruce Werner:
Please.

Laurie Barkman:
That’s two things. [Laughs]

Bruce Werner:
[Laughs]

Laurie Barkman:
Really be honest with what they want to achieve. That’s great advice. Bruce, thank you so much for coming on today.

Bruce Werner:
Thank you.

Laurie Barkman:
I really enjoyed our conversation and I’m sure we’ll talk again.

Bruce Werner:
Thanks. Bye everybody.

Laurie Barkman:
Listeners, thank you so much for your support. Catch Succession Stories on your favorite podcast player or YouTube. If you want to maximize the value of your business and plan for future transition, reach out to me for a complimentary assessment at thebusinesstransitionsherpa.com. Join me next time for more insights from transition to transaction. Until then…here’s to your success.

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