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Estate Planning for the Family-Owned Business Effective Strategies for Business Transfer Through Inheritance, Gift or Sale
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TUESDAY, NOVEMBER 27, 2012
Presenting a live 110-minute webinar with interactive Q&A
John H. Brown, President, Business Enterprise Institute, Golden, Colo.
Nicholas K. Niemann, Shareholder, McGrath North Mullin & Kratz, Omaha, Neb.
Timothy Scott, Director, Wallace Scott, Denver, Colo.
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5
Estate Planning for the
Family-Owned Business
John H. Brown CEO
Business Enterprise Institute, Inc.
Nicholas K. Niemann Shareholder
McGrath North Mullin & Kratz
Timothy Scott Director
Wallace Scott
Copyright 2012 Business Enterprise Institute. All Rights Reserved
6
• Business Owner Demographics.
• Outline of Exit Planning Process.
• Estate Planning and Business Continuity Planning in Context of Exit Planning.
• Opportunities for Estate Planners in Exit Planning Arena.
Today's Topic Outline
7
Why Important--Today's business owners want to get out of town!
“…47% of middle-market business owners 55 years and older are interested in selling their businesses within three years and yet over 90 percent of business owners have not initiated the planning process”
Bain Surveying Inc. Survey Sept. 11, 2008
8
Business Owner Market: Exit Plan Paths
Business Owner Market: When owners do plan exit path choices
Third party 29%
Key Employee(s), Co-Owner,
ESOP 41%
Child / Children 24%
Other 6%
Source: Business Enterprise Institute, Inc. Member Survey 2011
Copyright 2012 Business Enterprise Institute. All Rights Reserved
9
Less Than $2Million $2 Mil - $10 Mil
$10 Mil +
16.30%
48.15%
35.56%
Business Owner Market: Business Value
Source: Business Enterprise Institute, Inc. Member Survey 2011
Copyright 2012 Business Enterprise Institute. All Rights Reserved
10
Owner Demographics
6.2%
Celebrity
Wealth
2.9%
Inherited
Wealth
14.7%
Corporate
Wealth
76.2%
Equity/Post Equity
Wealth
Figure 3:
Source of Private Jet Owner Wealth
N= 956 Individuals Source: The Family Office: Advising the Financial Elite (2010)
11
The Exit Process
The Seven Step Exit Process™
Step 1 – Identify Exit Objectives
Step 2 – Quantify Business and Personal Financial Resources
Step 3 – Maximize and Protect Business Value
Step 4 – Ownership Transfer to Third Parties
Step 5 – Ownership Transfer to Insiders
Step 6 – Business Continuity
Step 7 – Personal Wealth and Estate Planning
Copyright 2012 Business Enterprise Institute. All Rights Reserved
12 Copyright 2012 Business Enterprise Institute. All Rights Reserved
13
Estate Planning For The Family – Owned
Business
Presented by:
Nick Niemann, JD McGrath North Law Firm Omaha, Nebraska
Presented for:
Strafford Publications November 27, 2012 Program
Copyright 2012 Nicholas K. Niemann. All Rights Reserved
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
14
During The “Fourth Quarter” of a Family Business Owner’s Tenure
- He or She Faces Vastly Different Internal and External Family, Business and Financial Dynamics
First
Half
Second
Half
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
Business Owner’s Life Cycle (Tenure) First Half Second Half
1st
Quarter 2nd
Quarter 3rd
Quarter 4th
Quarter 2 Minute Warning
Main Feature
Start Build Grow Transition
(or Decline) Exit
Common Owner Goals
Be Successful / Make A Profit Stay Successful / Make A Difference
Common Owner Mindset
“Bring It On!” “Well … Let’s Think About That”
Common Key Employee Mindset
“Let’s Get On This Ride!” “When Do I Get To Drive?”
Common Family Member Mindset
“I’d Like To Work For The Family Business Someday.” “I Should Get To Be CEO.”
Succession & Exit Planning
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved 15
Changing Dynamics – In
“Fourth Quarter” • Owner • Business Model
• Spouse • Opportunities
• Children • Estate Planning
• Customers • Investments
• Successor • Financial Planning
• Key Employees • Life Insurance
• Banker • Disability Insurance
• Partners • LT Care Insurance
• Community • Legacy
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved 16
What “Fourth Quarter” Issues Do You and I See Every Day …
Pete’s Story Failed to grow & protect business.
Carla’s Story Lack of proper family or partner buy-sell control led to control issues.
Patty’s Story Failed to develop family leadership or other management depth.
Tim’s Story Family disputes or financial issues lead to business disruption.
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved 17
18
The 12 Business Owner “Fourth Quarter” Mistakes
1. Conflicting
Objectives
IR
S
2.
4.
3. 11.
10.
9.
8.
7.
6.
5.
12. Misjudging
True Value
Wrong
Estate Plan
Partner
Disputes
Lawsuit
Losses
Wrong
Inside
Exit
No Capable
Successor Wealth
Mismanage-
ment
Company
Not Ready
Tax Cost
Business
Model
Burnout
Wrong
Outside
Exit
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
19
The 12 “Fourth Quarter” Actions
1.
2.
4.
3. 11.
10.
9.
8.
7.
6.
5.
12.
Decide Protect Grow Prepare Exit
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
20
1. Legacy
Blueprint
2.
4.
3.
11.
10.
9.
8.
7.
6.
12.
Business
Owner
Estate Plan
Business
Protection
Plan
Family
Wealth
Plan
Leadership
Succession
Plan
Company
Readiness
Plan
Integrated
Tax Plan
Inside
Route
Exit Plan
Outside
Route
Exit Plan
Value
Enhancement
Plan
Via Outside
Route …
5.
Via Inside
Route …
My Business …
My
Management …
Owner
Fitness
Report
What I Want …
What I’ve Got …
My Family …
My Business …
My Ownership …
My
Investments …
Ownership
Protection
Plan
My Company …
My Tax
Initiatives …
Decide Protect Grow Prepare Exit
- Will Discuss Just 4 Today -
The 12 “Fourth Quarter” Actions
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
21
1.
2.
4.
3.
11.
10.
9.
8.
7.
6.
5.
12.
Business Owner Estate Plan
My Family …
Decide Protect Grow Prepare Exit
The 12 “Fourth Quarter” Actions
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
22
Business Owner Estate Plan Provisions
“Sweat” Equity Allocation
Dispute Resolution
Financial Resource Reserve
Family Council
Business Key Person Life Insurance
Business Buy-Out Life Insurance
Special Bequest to Business-Active Children
Non-Active Children Equalization
Family Business Representative
Business Sale Instructions
Successor CEO
Contingency Plan Notifications
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
23
1.
2.
4.
3.
11.
10.
9.
8.
7.
6.
5.
12.
Business Owner Estate Plan
Business Protection Plan
My Family …
My Business …
Decide Protect Grow Prepare Exit
The 12 “Fourth Quarter” Actions
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
24
Contingency Notification Letters
Contingency Press Release
Contingency Resolutions
− Letter to Family
− Contingency Shareholder Resolutions
− Contingency Board of Director Instructions
− Contingency Sale Plan Instructions
Stay Bonus Plan
Disaster Succession Plan
One Component of the Business Protection Plan is …
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
25
1.
2.
4.
3.
11.
10.
9.
8.
7.
6.
5.
12.
Business Owner Estate Plan
Business Protection Plan
Ownership Protection Plan
My Family …
My Business …
My Ownership …
Decide Protect Grow Prepare Exit
The 12 “Fourth Quarter” Actions
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
26
Stock Transfer Restrictions
Estate Plan Transfers
Death
Total Disability
Termination of Employment
Bankruptcy
Divorce
Texas Shootout
Drag Along
Tag Along
Trigger Price
Voting
Taxable Estate Value
Windfall
Covenant Not To Compete
Non-solicitation
Funding
Buy-Sell Agreement
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
27
Board Approval Actions
Right to Engage In Competing Businesses
Confidentiality Provisions
Required Resignation
Financial Statement Requirements
Subchapter “S” Protection
Tax Payment Dividends
Stock Redemption Provisions
Annual Dividend Payments
Business Continuity Agreement
Non-Solicitation of Customers
Non-Solicitation of Employees
Board of Director and Officer Compensation
Job Retention Guidelines
Family Employment Policy
Advisory Board
Corporate Formalities
Conflict of Interest Policy
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
28
1.
2.
4.
3.
11.
10.
9.
8.
7.
6.
12.
Business
Owner
Estate Plan
Business
Protection
Plan
Inside
Route
Exit Plan
Via Inside
Route …
5.
My Family …
My Business …
My Ownership …
Ownership
Protection
Plan
Decide Protect Grow Prepare Exit
The 12 “Fourth Quarter” Actions
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
29
Inside Route Choices Exit Routes Exit Method
Management Buyout (MBO)
Leveraged Management Buyout (LBO)
Stock Option/Purchase
Stock Bonus/Purchase
Employee Stock Ownership Plan
Part Sale/Part Gift
Lifetime Gifts
Grantor Trust (e.g. “IDGT” or Dynasty)
Grantor Retained Annuity Trust
Installment Sale
Inheritance
Negotiated Sale
Buy-Sell Agreement “Put”
Texas Shoot Out
Right of First Refusal
Event Trigger (Death, Disability)
Negotiated Sale
Key Employee
Group
Family Members
Co-Owners
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
30
Inside Route Exit Plan (Example) The Two Step Inside Transfer:
Step 1 – Sell (and/or Bonus) up to ________% to One or More Family or
Other Key Person(s) At This Time.
Step 2 – Keep the Following Options For Later:
Keep my remaining stock for now (e.g. possibly until death)
Sell the balance to key persons in installments
Sell to new key persons in the future
Sell balance to an ESOP
Sell balance to key persons at my retirement for cash
Sell balance to key persons at my retirement for a financial package
Sell to an outside third party
Re-purchase stock from key person (e.g. upon employment
termination Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
31
The 12 “Fourth Quarter” Actions
1. Legacy
Blueprint
2.
4.
3.
11.
10.
9.
8.
7.
6.
12.
Business
Owner
Estate Plan
Business
Protection
Plan
Family
Wealth
Plan
Leadership
Succession
Plan
Company
Readiness
Plan
Integrated
Tax Plan
Inside
Route
Exit Plan
Outside
Route
Exit Plan
Value
Enhancement
Plan
Via Outside
Route …
5.
Via Inside
Route …
My Business …
My
Management …
Owner
Fitness
Report
What I Want …
What I’ve Got …
My Family …
My Business …
My Ownership …
My
Investments …
Ownership
Protection
Plan
My Company …
My Tax
Initiatives …
Decide Protect Grow Prepare Exit
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
32
Are Your Client’s Chances of A Successful Plan Fading Away?
(And he or she just doesn’t realize it … yet?)
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
33
- Systematic
- Repeatable
- Used Nationally In Multiple Business Sectors
The Next Move ProgramTM
- Adaptable
- Customized
How We Work With
• Business Owners
• Their Advisors
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
34
Questions
Comments
Discussion
THANK YOU!
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
35
Disclaimer This presentation should not be considered as legal, tax, business or financial advice. This presentation is designed to provide information about the subject matter covered. It is provided with the understanding that while the speaker/author is a practicing transition and exit advisor, neither he nor his firm has been engaged by the attendee/reader to render legal or other professional services (unless a specific engagement agreement has been executed). If legal advice or other expert assistance is required by the attendee/reader, the services of a competent professional should be sought.
Circular 230 Disclosure The following statement is required by the U.S. Treasury Department Regulations: Any U.S. tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed here.
Estate Planning For The Family – Owned Business
Presentation Notice
Copyright 2012 Nicholas K. Niemann. All Rights Reserved Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
36
ESTATE PLANNING FOR THE FAMILY-OWNED BUSINESS
TOOLS AND TECHNIQUES
PRESENTED BY: TIM SCOTT
WALLACE SCOTT, PC
Copyright 2012 Wallace Scott, PC. All Rights Reserved
37
DISCLAIMER
THESE MATERIALS ARE NOT INTENDED OR WRITTEN BY THE AUTHOR TO BE USED, AND THEY CANNOT BE USED BY YOU (OR ANY OTHER TAXPAYER) FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU (OR ANY OTHER TAXPAYER) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Copyright 2012 Wallace Scott, PC. All Rights Reserved
38
ESTATE AND GIFT TAX ENVIRONMENT
2012
• $5.12 MILLION ESTATE AND GIFT EXEMPTION (UNIFIED)
• SPOUSAL PORTABILITY
• 35% TAX RATE
2013
• $1 MILLION ESTATE AND GIFT EXEMPTION
• SPOUSAL PORTABILITY?
• 55% TAX RATE
Copyright 2012 Wallace Scott, PC. All Rights Reserved
39
CORE STRATEGIES
TRANSFERRING VALUE OUT OF ONE’S ESTATE
• GRANTOR TRUST PLANNING
• CHARITABLE TRUST PLANNING
UTILIZING VALUATION DISCOUNTING AND MAINTAINING A DEGREE OF CONTROL
• FAMILY LIMITED PARTNERSHIP
• BENEFICIARY DEFECTIVE TRUST
PROTECTING VALUE
• DOMESTIC ASSET PROTECTION TRUST (IN ADDITION TO OTHERS)
Copyright 2012 Wallace Scott, PC. All Rights Reserved
40
TRANSFERRING VALUE: GRAT
GRANTOR RETAINED ANNUITY TRUST
AN IRREVOCABLE TRUST WHEREBY:
• THE GRANTOR IS THE OWNER OF THE TRUST FOR INCOME TAX PURPOSES
• THE GRANTOR TRANSFERS ASSETS TO THE GRAT IN EXCHANGE FOR THE RIGHT TO RECEIVE ANNUAL ANNUITY PAYMENT FOR A TERM OF YEARS
• AFTER TERM OF YEARS, ASSETS IN TRUST ARE EXCLUDED FROM THE GRANTOR’S ESTATE
• GAMBLES: ASSETS IN TRUST APPRECIATE HIGHER THAN THE “7520 RATE,” AND THE GRANTOR SURVIVES THE GRAT TERM
Copyright 2012 Wallace Scott, PC. All Rights Reserved
41
Grantor Retained Annuity Trust
Transfer Some Stock To “Grantor Retained Annuity Trust” (“GRAT”)
2012 2017 – 20 +/-
TRANSFER OF STOCK
TO TRUST
ANNUITY PAYMENT
FOR X YEARS
Benefit: Move Most of
5 – 10 Year Growth
Out of Owner’s Estate
GRAT
STOCK TRANSFER
AFTER ANNUITY ENDS
FAMILY
BUYER YOU
SELL
COMPANY
SELL
COMPANY
YOU
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
42
TRANSFERRING VALUE: IDGT
INTENTIONALLY DEFECTIVE GRANTOR TRUST
AN IRREVOCABLE TRUST OF WHICH:
• THE GRANTOR IS THE OWNER OF THE TRUST FOR INCOME TAX PURPOSES
• THE GRANTOR IS NOT THE OWNER OF THE TRUST FOR GIFT, ESTATE OR GST TAX PURPOSES
Copyright 2012 Wallace Scott, PC. All Rights Reserved
43
TRANSFERRING VALUE: IDGT
A PART SALE - PART GIFT TRANSACTION WHERE:
• THE GRANTOR CREATES THE IDGT
• THE GRANTOR FUNDS THE IDGT WITH AN AMOUNT AT LEAST EQUAL TO 10% OF AMOUNT TO BE PURCHASED THOUGH A DEFERRED PAYMENT OPTION
• THE GRANTOR SELLS ASSETS TO THE IDGT IN EXCHANGE FOR A DEFERRED PAYMENT OPTION (PROMISSORY NOTE)
– PROMISSORY NOTE - FLEXIBLE TERMS, INTEREST RATE MUST BE AT LEAST THE APPROPRIATE APPLICABLE FEDERAL RATE, UNPAID BALANCE OF NOTE IN ESTATE UPON DEATH; CERTAIN INCOME TAX ISSUES UPON DEATH
Copyright 2012 Wallace Scott, PC. All Rights Reserved
44
Defective Grantor Trust
“Sell” Some Stock To “Intentionally
Defective Grantor Trust” (“IDGT”) 2012 2017 – 20 +/-
“SELL” STOCK
TO TRUST
PROMISSORY NOTE
Benefit: Move Most of
5 – 10 Year Growth
Out of Owner’s Estate
IDGT
TRANSFER STOCK
AFTER NOTE IS PAID
FAMILY
BUYER YOU
SELL
COMPANY
SELL
COMPANY
YOU
Copyright 2012 Nicholas Niemann, JD. All Rights Reserved
45
TRANSFERRING VALUE: CHARITABLE REMAINDER TRUST
AN IRREVOCABLE SPLIT-INTEREST TRUST BENEFITING NON-CHARITABLE AND CHARITABLE BENEFICIARIES THAT:
• PAYS NO INCOME TAX ON ITS INCOME.
• PAYS AN AMOUNT OF INCOME AND/OR PRINCIPAL TO THE NON-CHARITABLE BENEFICIARY FOR ITS TERM.
• PAYS THE REMAINDER TO CHARITABLE BENEFICIARY AT THE END OF CRT TERM.
• PROVIDES INCOME, GIFT, ESTATE AND GENERATION-SKIPPING TRANSFER TAX CHARITABLE DEDUCTION TO GRANTOR UPON CREATION AND FUNDING.
Copyright 2012 Wallace Scott, PC. All Rights Reserved
46
TRANSFERRING VALUE: CHARITABLE TRUST VARIATIONS
• CRAT
• CRUT
• CLT
• PRIVATE FOUNDATION
Copyright 2012 Wallace Scott, PC. All Rights Reserved
47
VALUATION DISCOUNTING/CONTROL: THE FAMILY LIMITED PARTNERSHIP
ESTATE PLANNING TOOL TO TRANSFER FAMILY BUSINESSES, REAL ESTATE INTERESTS AND INVESTMENT ASSETS FROM ONE GENERATION TO SUCCEEDING GENERATIONS IN A STRATEGIC MANNER TO MEET SPECIFIC FAMILY SITUATION.
Copyright 2012 Wallace Scott, PC. All Rights Reserved
48
VALUATION DISCOUNTING/CONTROL: WHY THE FAMILY LIMITED PARTNERSHIP?
• ACCUMULATION OF WEALTH
• FAMILY TRAINING IN MANAGEMENT AND GROWTH OF ASSETS
• STATE TAXES/INCOME TAX FLEXIBILITY
• VALUATION DISCOUNT
• CONSOLIDATION OF ASSETS
• ASSET PROTECTION - INSIDE AND OUTSIDE OF FAMILY LIMITED PARTNERSHIP
• SEPARATE PROPERTY MAINTENANCE/PRE-MARITAL PLANNING
• CONTINUITY OF MANAGEMENT
• CONTROL
Copyright 2012 Wallace Scott, PC. All Rights Reserved
49
IRS ATTACKS
• NO BONA FIDE PARTNERSHIP FORMED UNDER STATE LAW
• ALTER EGO
• RETAINED LIFE ESTATE (IRC SECTION 2036)
• AGGRESSIVE VALUATION DISCOUNTS
VALUATION DISCOUNTING/CONTROL: WHY THE FAMILY LIMITED PARTNERSHIP?
Copyright 2012 Wallace Scott, PC. All Rights Reserved
50
VALUATION DISCOUNTING/CONTROL: THE BENEFICIARY DEFECTIVE TRUST
AN IRREVOCABLE TRUST WHERE:
• THE GRANTOR SEEDS THE TRUST
• THE BENEFICIARY (CLIENT) PAYS THE INCOME TAX ASSOCIATED WITH TRUST ASSETS
• BENEFICIARY = INVESTMENT TRUSTEE
• USE IN COMBINATION WITH AN INSTALLMENT SALE, CAN SELL ASSETS TO THE BDT WHILE BENEFICIARY REMAINS IN INVESTMENT CONTROL
Copyright 2012 Wallace Scott, PC. All Rights Reserved
51
PROTECTING VALUE: DOMESTIC ASSET PROTECTION TRUST
AN IRREVOCABLE TRUST HAVING THE FOLLOWING ATTRIBUTES:
• SELF-SETTLED SPENDTHRIFT TRUST
• WHICH JURISDICTION?
• FACTORS: STATE INCOME TAX, CREDITOR STATUTE OF LIMITATIONS
Copyright 2012 Wallace Scott, PC. All Rights Reserved
52
CONCLUSION
• MANY TECHNIQUES AVAILABLE TO SHIFT AND OTHERWISE PROVIDE AN ORDERLY SUCCESSION REGARDING THE FAMILY BUSINESS
• USE IN COMBINATION WITH PROTECTING VALUE OF WEALTH
• USE AS PART OF THE OVERALL EXIT PLAN TO ENSURE WEALTH IS HANDLED EXACTLY AS INTENDED
• TIME TO EVALUATE, IF NOT DONE ALREADY, IS NOW
Copyright 2012 Wallace Scott, PC. All Rights Reserved
53
Open-Ended Questions – Business Owners
As you transfer your ownership/interest have you given any thought to:
• What does the future of your business look like after you have left it? • Where are you today? • Where do you want to be?
• What is the plan for your children/your grand children?
• Have you given thought to protecting the value your creating from
future creditors including ex spouses?
• Have you considered the tax cost of transferring wealth to your family as you exit your business?
Copyright 2012 Business Enterprise Institute. All Rights Reserved
54
Thank You!
John H. Brown, CEO
Business Enterprise Institute, Inc.
741 Corporate Circle, Suite J
Golden, CO 80401
(888) 206-3009
www.exitplanningforadvisors.com
Nicholas Niemann, Shareholder McGrath North Mullin & Kratz, PC LLO
1601 Dodge Street First National Tower STE 3700 Omaha, NE 68102
(402) 341-3070
http://www.mcgrathnorth.com
Timothy Scott, Director
Wallace Scott Law
Sussex Building - Larimer Square 1430 Larimer Street, Suite 208
Denver, CO 80202
(303) 586-1850
http://www.wallacescottlaw.com
Copyright 2012 Business Enterprise Institute, Wallace Scott Law, Nicholas Niemann, JD. All Rights Reserved