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Informationen zum Autor SCOTT MILLER, CPA, ABV, CVA, PFS, CMAP, is President of Enterprise Services, Inc. (ESI), a nationally recognized firm in ESOP consulting and valuations, with over 500 clients. An entrepreneur with an extensive history of senior-level industry experience and significant equity ownership in his employers, Miller has authored four professional publications for AICPA on mergers and acquisitions, buying and selling business, ESOPs, and valuing ESOPs. Since founding ESI, Miller has worked with hundreds of businesses throughout the country on strategic transition planning and closing transactions. Klappentext The definitive guide to best practices for mastering techniques of the insider-led transition planningA must have book for business owners, key employees, and their advisors who need to be aware of the full spectrum of succession options, Buyouts provides objectives, advice, steps, and a host of examples on the full spectrum of insider-led buyouts. A road map for CPAs, it presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel and insights into getting deals financed.* Features advice and examples of insider led buyouts* Essential guidance on succession options for business owners, key employees, and their advisors* The 411 on selling your company for a fair price, maintaining control over the process, and realizing lifelong goalsTransition planning is becoming a hot business topic as millions of business owners head into retirement. The fact is that only a limited number of privately held companies will be successfully sold to third parties. A road map for CPAs, Buyouts presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel, as well as insights into getting deals financed. Zusammenfassung A guide to best practices for mastering techniques of the insider-led transition planning. It presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel and insights into getting deals financed. Inhaltsverzeichnis Acknowledgments xvii Introduction The New Reality for Business Owners in 2012 1 The Middle Market 2 Not Another Mergers and Acquisitions Book 3 Chapter Organization 4 Chapter 1 Buyout Examples 7 Case Study-SRC Holdings, Corporation 7 Case Study-SSG Financial Services 11 Case Study-Quality Assembly and Logistics, LLC 14 Case Study-Jumbo Heater & Manufacturing Lessons Learned 18 Summary 19 Chapter 2 The Economy 21 Brief Overview of the Current Recession 21 Near Term Regulatory Environment-Tax Increases 25 The Longer View 26 Summary 27 Chapter 3 Finance 29 Community Banks 30 Regional and National Money Center Banks 32 Mezzanine Funds 33 Private Equity 34 Small Business Administration and Government Sources 35 Seller Notes 36 Summary 37 Chapter 4 Valuations 39 Purpose of the Valuation 40 Determining the Transaction Consideration 41 Standard of Value for Transactions 42 Types of Buyers and Sellers 46 Attributes of Ownership-Control and Minority Positions 47 Lack of Marketability 49 Additional Adjustments to Valuation 50 Three Valuation Approaches: Income, Market, Asset 50 Summary 61 Chapter 5 Industries and Businesses 63 Technology and Software 64 Communications 65 Energy 65 Commodity Goods-Retail Food and Agriculture 65 Healthcare 65 Manufacturing 66 Construction 66 Main Street Businesses 66 Discretionary Products and Servic...
List of contents
Acknowledgments xvii
INTRODUCTION
CHAPTER 1 Buyout Examples 7
CHAPTER 2 The Economy 21
CHAPTER 3 Finance 29
CHAPTER 4 Valuations 39
CHAPTER 5 Industries and Businesses 63
CHAPTER 6 Professional Advisors 69
CHAPTER 7 Documents and Due Diligence 79
CHAPTER 8 Short Course on Taxes 91
CHAPTER 9 Buyouts--Non-Sponsored Management 103
CHAPTER 10 Buyouts--Sponsored Management 127
CHAPTER 11 Buyouts--Sponsored 145
CHAPTER 12 Buyouts--Management and Employee Stock Ownership Plans and Trust 159
CHAPTER 13 Buyouts--100% Employee Stock Ownership Plan and Trust 191
CHAPTER 14 Buyouts--Professional Firms 215
CHAPTER 15 Buyouts Using Parallel Companies 235
CHAPTER 16 Buyouts with Family and Management 245
CHAPTER 17 Buyouts with Employee Cooperatives 267
CHAPTER 18 Buyouts of the Smallest Companies 283
CHAPTER 19 Inside Buyouts Compared with Sale to Outsider 293
About the Website 305
Index 307
