the process of succession planning succession planning “the development and implementation of an...

45
THE PROCESS OF THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING SUCCESSION PLANNING SUCCESSION PLANNING The development and implementation of an The development and implementation of an equitable and tax-effective plan for the inter-generational equitable and tax-effective plan for the inter-generational transition or sale of the family business and its wealth.” transition or sale of the family business and its wealth.” Presented by: Presented by: Moderator: Moderator: Bill Lockington (Lockington Lawless Fitzpatrick LLP) Bill Lockington (Lockington Lawless Fitzpatrick LLP) Panel: Panel: Don Anderson (Business Development Bank of Canada) Don Anderson (Business Development Bank of Canada) Bill Blair (McColl Turner) Bill Blair (McColl Turner) Randy Northey (Lockington Lawless Fitzpatrick LLP) Randy Northey (Lockington Lawless Fitzpatrick LLP) Terry Windrem (The Protectors Group) Terry Windrem (The Protectors Group) March 3, 2008

Upload: hector-morrison

Post on 11-Jan-2016

217 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

THE PROCESS OFTHE PROCESS OFSUCCESSION PLANNINGSUCCESSION PLANNING

SUCCESSION PLANNINGSUCCESSION PLANNING

““The development and implementation of anThe development and implementation of anequitable and tax-effective plan for the inter-generationalequitable and tax-effective plan for the inter-generationaltransition or sale of the family business and its wealth.”transition or sale of the family business and its wealth.”

Presented by:Presented by:

Moderator:Moderator: Bill Lockington (Lockington Lawless Fitzpatrick LLP)Bill Lockington (Lockington Lawless Fitzpatrick LLP)

Panel: Panel: Don Anderson (Business Development Bank of Canada)Don Anderson (Business Development Bank of Canada)Bill Blair (McColl Turner)Bill Blair (McColl Turner)Randy Northey (Lockington Lawless Fitzpatrick LLP)Randy Northey (Lockington Lawless Fitzpatrick LLP)Terry Windrem (The Protectors Group)Terry Windrem (The Protectors Group)

March 3, 2008

Page 2: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 22

OVERVIEWOVERVIEW The Family Business Succession EnvironmentThe Family Business Succession Environment The Barriers – Why don’t we do Succession Planning?The Barriers – Why don’t we do Succession Planning? Defining Succession PlanningDefining Succession Planning A Synopsis of the Planning ProcessA Synopsis of the Planning Process Process LeadershipProcess Leadership The Team RecruitmentThe Team Recruitment PreparednessPreparedness Conditioning the Family Business and Governance Systems for Conditioning the Family Business and Governance Systems for

SuccessSuccess Getting in ShapeGetting in Shape Initial ConsiderationsInitial Considerations The StepsThe Steps SummarySummary Questions and discussionQuestions and discussion

Page 3: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 33

THE FAMILY BUSINESS THE FAMILY BUSINESS SUCCESSION ENVIRONMENTSUCCESSION ENVIRONMENT

500,000 Entrepreneurs Retiring…500,000 Entrepreneurs Retiring…

By 2010, $1.2 trillion business assets to change handsBy 2010, $1.2 trillion business assets to change hands Expect 31% of their retirement income from business Expect 31% of their retirement income from business

assetsassets What will be the impact on the business?What will be the impact on the business?

40% plan to sell their business40% plan to sell their business What will be the market/economy going to be when What will be the market/economy going to be when

they decide to sell?they decide to sell?

Source: Are Canadian Entrepreneurs Ready for Retirement? Decima 2005Source: Are Canadian Entrepreneurs Ready for Retirement? Decima 2005

Page 4: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 44

UNRAVELLING THE MYSTERYUNRAVELLING THE MYSTERY

Family businesses are “like Russian novels - there Family businesses are “like Russian novels - there are many subplots that make up the story, and are many subplots that make up the story, and they are all being played out simultaneously.”they are all being played out simultaneously.”

Sal MinuchinSal Minuchin

Family Business ReviewFamily Business Review

Page 5: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 55

BARRIERS TO FAMILY BUSINESS BARRIERS TO FAMILY BUSINESS SUCCESSION - FINDINGSSUCCESSION - FINDINGS

Complexity – where do we start?Complexity – where do we start? Reluctance to address the ‘personal’ issues – Reluctance to address the ‘personal’ issues –

who will succeed? - competing successors; who will succeed? - competing successors; fairness / equity in the familyfairness / equity in the family

Time to deal with issuesTime to deal with issues Reluctance to acknowledge mortality / disabilityReluctance to acknowledge mortality / disability Financing for the transitionFinancing for the transition Valuing the businessValuing the business

Page 6: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 66

BARRIERS TO FAMILY BUSINESS BARRIERS TO FAMILY BUSINESS SUCCESSION – FINDINGSSUCCESSION – FINDINGS

(cont’d)(cont’d)

The Retirement / Succession equationThe Retirement / Succession equation Pre-requisite of financially secure retirement for owner Pre-requisite of financially secure retirement for owner

/ founder/ founder Will my later life needs be looked after?Will my later life needs be looked after? How to ‘unlock’ the value of the company assets if How to ‘unlock’ the value of the company assets if

liquidity is needed for the founders liquidity is needed for the founders Generally ‘asset rich, cash poor’ – can the business Generally ‘asset rich, cash poor’ – can the business

support growth and a retirementsupport growth and a retirement Demographics – longer life means longer / greater Demographics – longer life means longer / greater

financial needfinancial need

Page 7: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 77

BARRIERS TO FAMILY BUSINESS BARRIERS TO FAMILY BUSINESS SUCCESSION – FINDINGSSUCCESSION – FINDINGS

(cont'd)(cont'd)

Retirement and succession may weaken the Retirement and succession may weaken the businessbusiness Business cash flow may be restricted when Business cash flow may be restricted when

most neededmost needed Asset sales may diminish revenueAsset sales may diminish revenue

No market for shares of private companiesNo market for shares of private companies Children/heirs generally don’t have cashChildren/heirs generally don’t have cash Gifts of shares create equalization issuesGifts of shares create equalization issues

Page 8: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 88

DEFINING SUCCESSION PLANNINGDEFINING SUCCESSION PLANNING

Let’s take a moment and talk about what we Let’s take a moment and talk about what we mean by the term “succession planning”.mean by the term “succession planning”.

Page 9: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 99

UniquenessUniqueness

Each and every business is unique.Each and every business is unique. Each and every family is unique.Each and every family is unique. Thus, each and every succession plan will be Thus, each and every succession plan will be

unique.unique. Therefore, there are NO cookie cutter solutions Therefore, there are NO cookie cutter solutions

or magic pills.or magic pills.

Page 10: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1010

THE SUCCESSION/TRANSITION THE SUCCESSION/TRANSITION PROCESSPROCESS

The Alternatives:The Alternatives: Not everyone has a succession plan but Not everyone has a succession plan but

everyone does have an ‘exit strategy’everyone does have an ‘exit strategy’ ‘‘Controlled’ or ‘out of control’Controlled’ or ‘out of control’

Controlled – a considered and family Controlled – a considered and family developed plandeveloped plan

Out of control – do nothing, let others figure it Out of control – do nothing, let others figure it outout

Page 11: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1111

Succession Planning can be thought of as:Succession Planning can be thought of as:

The long-term thinking and advanced planning The long-term thinking and advanced planning for:for: The smooth entry of the next generation (or a The smooth entry of the next generation (or a

third party) into a profitable business and third party) into a profitable business and rewarding careers.rewarding careers.

ANDAND The gracious exist of the retiring generation The gracious exist of the retiring generation

into a financially secure and a satisfying into a financially secure and a satisfying retirement.retirement.

Page 12: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1212

Succession Planning…Succession Planning… Is a continuous process…NOT an event. Finishing Is a continuous process…NOT an event. Finishing

with the implementation of a plan or series of plans with the implementation of a plan or series of plans to be implemented with family supportto be implemented with family support

Involves the interaction of long-term family/personal Involves the interaction of long-term family/personal and business goals.and business goals.

Needs to consider the issues related to the Needs to consider the issues related to the transition of:transition of: OwnershipOwnership Family governanceFamily governance ManagementManagement

Page 13: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1313

HOW TO GET THERE – THE HOW TO GET THERE – THE PROCESS OF PLANNINGPROCESS OF PLANNING

The Steps:The Steps: Communicate your wish to develop a plan and be prepared to lead it Communicate your wish to develop a plan and be prepared to lead it

by being the family ‘champion’by being the family ‘champion’ The family meeting(s) – facilitated by a family business advisor to The family meeting(s) – facilitated by a family business advisor to

define:define: Personal, family, business goalsPersonal, family, business goals Identify successor(s)Identify successor(s) Assess compatibility of generational objectivesAssess compatibility of generational objectives

Assessment (information gathering)Assessment (information gathering) Review financial viability as a pre-requisiteReview financial viability as a pre-requisite

Identify and recruit the team members (professional advisors)Identify and recruit the team members (professional advisors) In conjunction with advisors, develop optionsIn conjunction with advisors, develop options Preliminary decisions / draft planPreliminary decisions / draft plan ImplementImplement

Page 14: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1414

PLAN COMPONENTSPLAN COMPONENTS““THE PLAN IS REALLY A SERIES OF INDIVIDUAL PLANS”THE PLAN IS REALLY A SERIES OF INDIVIDUAL PLANS”

An index of considerations:An index of considerations: Our family business – a descriptionOur family business – a description Our personal goals, aspirations and expectationsOur personal goals, aspirations and expectations My retirement plan – financial and lifestyleMy retirement plan – financial and lifestyle Our training and development needsOur training and development needs Our ‘Operational Business’ PlanOur ‘Operational Business’ Plan Our ‘Family Member’ PlanOur ‘Family Member’ Plan Our day to day operating planOur day to day operating plan Our transition of control / management planOur transition of control / management plan Our asset management / transition planOur asset management / transition plan Our ownership transition planOur ownership transition plan Our governance planOur governance plan Our continuing communication / mediation planOur continuing communication / mediation plan Our contingency planOur contingency plan

Page 15: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1515

PreparednessValues, Vision, Mission,

Goals and Communication

Step 1Collect and Analyze

Information

Step 2Generate Options

Step 3Make Preliminary

Decisions

Step 5Implement and Monitor

Celebrate Your Success!

Step 4Design, Develop and

Review

Communicate with family/management

team

Consult with Professional Advisors

as necessary

A Flow Chart of Succession PlanningA Flow Chart of Succession Planning

Steps of the Steps of the Succession Succession Planning Planning processprocess

COMMITMENT to PLANNING“Family Champion”

Defining the family / visualizing the Team

Page 16: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1616

Process vs. PlanProcess vs. Plan

The succession planning The succession planning processprocess requires: requires: investigating and analyzing the business;investigating and analyzing the business; exploring and understanding the goals and exploring and understanding the goals and

aspirations of all family members;aspirations of all family members; balancing these needs and expectations balancing these needs and expectations

against the business, legal and tax against the business, legal and tax considerationsconsiderations

The succession The succession planplan accurately documents the accurately documents the decisions that result from the decisions that result from the processprocess..

Page 17: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1717

Process LeadershipProcess Leadership

Who?Who? Single Most Important Factor to SuccessSingle Most Important Factor to Success AlternativesAlternatives

Family MembersFamily Members Family FriendFamily Friend Trusted Advisor(s)Trusted Advisor(s) Family Business ConsultantFamily Business Consultant One or more of the aboveOne or more of the above

Page 18: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1818

The TeamThe Team

Family MembersFamily Members All?All? Active in Business Only?Active in Business Only? In-laws In or Out?In-laws In or Out? Spouses?Spouses?

Non-Family Management?Non-Family Management? Advisors?Advisors?

FinancialFinancial LegalLegal Advisory BoardAdvisory Board Independent DirectorsIndependent Directors Insurance Insurance Wealth PlannersWealth Planners

Page 19: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 1919

The TeamThe Team (cont'd)(cont'd)

Team of Advisors – Collaborative ApproachTeam of Advisors – Collaborative Approach Different issues and considerations in developing a Different issues and considerations in developing a

succession plan:succession plan: human and family dynamicshuman and family dynamics viability, profitability, feasibilityviability, profitability, feasibility financing, insurance, investmentsfinancing, insurance, investments retirement planning (both financial and lifestyle)retirement planning (both financial and lifestyle) legallegal

Due to complexity and overlap of issues:Due to complexity and overlap of issues: Good idea to utilize a “team approach”Good idea to utilize a “team approach”

Do the Advisors regularly work together?Do the Advisors regularly work together? Are the Advisors’ dynamics good?Are the Advisors’ dynamics good?

Page 20: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2020

PreparednessPreparednessTHE FRAMEWORKTHE FRAMEWORK

Interrelationship of business and family.Interrelationship of business and family. Tagiuri-Davis three-circle model:Tagiuri-Davis three-circle model: 3 types of issues:3 types of issues:

ownershipownership managementmanagement family/personalfamily/personal

This model can be extended to explain the This model can be extended to explain the challenges of succession planning.challenges of succession planning.

Page 21: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2121

PreparednessPreparednessBUSINESS and FAMILYBUSINESS and FAMILY

MANAGEMENT OWNERSHIP

SUCCESSION PLANNING

Interrelationship Interrelationship of business and of business and family.family.

Conflicts arise Conflicts arise because issues because issues get blurred.get blurred.

Communication Communication essential.essential.

Page 22: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2222

PreparednessPreparednessUNDERSTANDING BUSINESS & FAMILY OVERLAPUNDERSTANDING BUSINESS & FAMILY OVERLAP

CATEGORYCATEGORY FAMILY SYSTEMFAMILY SYSTEM BUSINESS SYSTEMBUSINESS SYSTEM

MembershipMembership Is unconditional. Based upon blood, Is unconditional. Based upon blood, marriage, adoption, etc.marriage, adoption, etc.

Is conditional. Based upon Is conditional. Based upon qualifications and performance.qualifications and performance.

Compensation or Compensation or incomeincome

Often based upon equality (e.g. like an Often based upon equality (e.g. like an allowance)allowance)

Based upon responsibilities and Based upon responsibilities and performance.performance.

LeadershipLeadership Leadership is bestowed.Leadership is bestowed.

Based upon family position Based upon family position (parent/child), birth order or gender.(parent/child), birth order or gender.

Leadership is earned (merit). Company Leadership is earned (merit). Company officers control day-to-day operations.officers control day-to-day operations.

ResourcesResources Business resources used as family perk.Business resources used as family perk. Business & family resources used to Business & family resources used to grow and enhance business.grow and enhance business.

TrainingTraining Outside experience less valuable than Outside experience less valuable than years of service as family business.years of service as family business.

Outside experience more valuable than Outside experience more valuable than years of service in family business.years of service in family business.

Heads of OperationHeads of Operation Emotional based.Emotional based. Task oriented.Task oriented.

Page 23: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2323

PreparednessPreparednessLIFE STAGE CHALLENGESLIFE STAGE CHALLENGES

In addition to the three types of issues and how In addition to the three types of issues and how they relate to business operations and they relate to business operations and decisions, life stage challenges can impact upon decisions, life stage challenges can impact upon the succession discussion.the succession discussion.

Page 24: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2424

PreparednessPreparednessWAYS DIFFERENT GENERATIONS INTERACTWAYS DIFFERENT GENERATIONS INTERACT

Age of Older Age of Older GenerationGeneration

Age of Next Age of Next GenerationGeneration

40-5040-50 Early 20’sEarly 20’s Problematic periodProblematic period

51-6051-60 24 - 3324 - 33 Harmonious periodHarmonious period

60’s60’s 34 - 4034 - 40 Problematic periodProblematic period

Page 25: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2525

PreparednessPreparednessUNDERSTANDINGUNDERSTANDING

THE BUSINESS & FAMILYTHE BUSINESS & FAMILY

Family businesses involve a careful balance Family businesses involve a careful balance between operations and family harmonybetween operations and family harmony

It is this balance that can be particularly It is this balance that can be particularly challenging, especially when dealing with challenging, especially when dealing with sensitive issues like planning for succession.sensitive issues like planning for succession.

Page 26: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2626

SUCCESSIONSUCCESSION

Setting the stage – Preconditions to SuccessSetting the stage – Preconditions to Success

After the assessment phase, when succession is After the assessment phase, when succession is identified as the key problem to be managed, it is identified as the key problem to be managed, it is important to create the conditions that are important to create the conditions that are associated with successful transitions whether the associated with successful transitions whether the transition is an intergenerational transfer or sale. transition is an intergenerational transfer or sale. Typical conditions described as “ideal” to be found Typical conditions described as “ideal” to be found in the family, in the business, and in the in the family, in the business, and in the ownership/governance system might be the ownership/governance system might be the following.following.

Page 27: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2727

CONDITIONS ASSOCIATED WITH CONDITIONS ASSOCIATED WITH SUCCESSFUL TRANSITIONSSUCCESSFUL TRANSITIONS

Conditions in the Family SystemConditions in the Family System The family shares a common view of what is fair and The family shares a common view of what is fair and

equitable;equitable; The family has goals, a clear vision of the future and The family has goals, a clear vision of the future and

they agree on whether the business should continue to they agree on whether the business should continue to be run by the family, turned over to professional be run by the family, turned over to professional management, or even be sold;management, or even be sold;

The family has plans for unexpected emergencies The family has plans for unexpected emergencies (deaths, illness of key family managers) and therefore (deaths, illness of key family managers) and therefore has created buy-sell agreements and related has created buy-sell agreements and related contingency documentation;contingency documentation;

The family is able to manage conflict successfully; andThe family is able to manage conflict successfully; and High trust exists within the family.High trust exists within the family.

Page 28: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2828

Conditions in the Business System Conditions in the Business System The transition occurs when the business is The transition occurs when the business is

relatively “healthy”;relatively “healthy”; The founder/family leader moves gradually away The founder/family leader moves gradually away

from active involvement in the day-to-day from active involvement in the day-to-day operation of the business;operation of the business;

There is a well-developed training and There is a well-developed training and socialization plan for successors in which socialization plan for successors in which mentoring of successors is critical; andmentoring of successors is critical; and

There is an interdependent relationship between There is an interdependent relationship between the founder/family leader and the successor. the founder/family leader and the successor.

Page 29: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 2929

Conditions in the Governance/Ownership SystemConditions in the Governance/Ownership System

Authority relationships are clear; there is little ambiguity Authority relationships are clear; there is little ambiguity concerning decision making.concerning decision making.

The board/advisory forum has, or has retained, the The board/advisory forum has, or has retained, the necessary expertise and implicit authority to manage the necessary expertise and implicit authority to manage the succession issues with the family.succession issues with the family.

Page 30: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3030

Getting in ShapeGetting in Shape

Assessing the current ownership structure and developing a picture Assessing the current ownership structure and developing a picture of what ownership should look like after succession;of what ownership should look like after succession;

‘‘Cleaning’ up the business assets and normalizing the balance Cleaning’ up the business assets and normalizing the balance sheet, especially if the transition is done through a sale;sheet, especially if the transition is done through a sale;

Assessing the current state of the family’s will(s) or other Assessing the current state of the family’s will(s) or other contingency plans, such as buy-sell agreements, and making sure contingency plans, such as buy-sell agreements, and making sure those documents/plans are consistent and integrated;those documents/plans are consistent and integrated;

Developing a process for selecting, training, and mentoring future Developing a process for selecting, training, and mentoring future successors; andsuccessors; and

Conducting family team-building activities to improve trust, solve Conducting family team-building activities to improve trust, solve conflicts, develop common goals and values, and improve conflicts, develop common goals and values, and improve relationships within the family;relationships within the family;

To create these conditions in the three systems and thereby To create these conditions in the three systems and thereby improve the chances of a successful transition, the following improve the chances of a successful transition, the following interventions or preliminary actions may be necessary:interventions or preliminary actions may be necessary:

Page 31: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3131

Getting in ShapeGetting in Shape (Con’t’d)(Con’t’d)

Providing coaching and career development planning for Providing coaching and career development planning for the founder/ family leader and potential successors so the founder/ family leader and potential successors so they can prepare for the transition;they can prepare for the transition;

Creating an effective board of directors (or other types of Creating an effective board of directors (or other types of boards, such as an asset management board, advisory boards, such as an asset management board, advisory board or family council) to provide forum for discussing board or family council) to provide forum for discussing some of the important business and family issues and to some of the important business and family issues and to help oversee the transition process; andhelp oversee the transition process; and

Determining managerial or organizational weaknesses Determining managerial or organizational weaknesses that need to be improved for the organization to grow. that need to be improved for the organization to grow. This may involves change in the basic structures and This may involves change in the basic structures and systems before the transition.systems before the transition.

Page 32: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3232

Initial Considerations and Issue Initial Considerations and Issue IdentificationIdentification

Need to understand what’s important to parties (values).Need to understand what’s important to parties (values). Defining individual personal and business goals.Defining individual personal and business goals. Based upon the values – determine Vision, Mission and Goals.Based upon the values – determine Vision, Mission and Goals. Communication – opening the lines.Communication – opening the lines. Determine if the family goal is to transfer the business to the next Determine if the family goal is to transfer the business to the next

generation.generation. Three key questions to consider:Three key questions to consider:

Is there anyone on the management team (family or key Is there anyone on the management team (family or key employees – if applicable) capable of running the business when employees – if applicable) capable of running the business when founder retires and before a successor emerges?founder retires and before a successor emerges?

Identify the successors.Identify the successors. Is the successor(s) interested in taking over the business?Is the successor(s) interested in taking over the business?

Discuss the roles and responsibilities.Discuss the roles and responsibilities. If yes, then what are some of the options to train and prepare If yes, then what are some of the options to train and prepare

them for leadership of business?them for leadership of business?

Page 33: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3333

Initial Considerations and Issue Initial Considerations and Issue Identification Identification (cont’d)(cont’d)

Determine whether the business is profitable Determine whether the business is profitable and viable both now and in the long term.and viable both now and in the long term.

If the business is not profitable and viable, then If the business is not profitable and viable, then strategies need to be developed to address the strategies need to be developed to address the shortfall.shortfall.

Determine a timetable to implement the plan.Determine a timetable to implement the plan.

Page 34: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3434

Initial Considerations and Issue Initial Considerations and Issue Identification Identification (cont’d)(cont’d)

One of the biggest issues:One of the biggest issues:

COMMUNICATIONCOMMUNICATION

It is a challenge within any type of family business It is a challenge within any type of family business – but absolutely critical.– but absolutely critical.

Good communication builds trust and keeps minor Good communication builds trust and keeps minor misunderstandings or disagreements from misunderstandings or disagreements from becoming more seriousbecoming more serious

Need to develop both Communications Policies Need to develop both Communications Policies andand Practices Practices

Page 35: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3535

PreparednessPreparednessSTRATEGIES TO IMPROVE COMMUNICATION STRATEGIES TO IMPROVE COMMUNICATION

””Professionalize” the business relationship through Professionalize” the business relationship through regular “Family Business Meetings”.regular “Family Business Meetings”.

Develop and Follow your “Communication Policy”.Develop and Follow your “Communication Policy”.

Deal with conflicts.Deal with conflicts.

Consult with outside advisors.Consult with outside advisors.

Page 36: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3636

Step 1: Collect and Analyze InformationStep 1: Collect and Analyze Information

DO WE HAVE EVERTHING WE NEED TO:DO WE HAVE EVERTHING WE NEED TO: Assess the current business situationAssess the current business situation Confirm current profitabilityConfirm current profitability Assess future growth and profitability projections to Assess future growth and profitability projections to

confirm if there really is a future for the businessconfirm if there really is a future for the business

Page 37: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3737

Step 2: Generate OptionsStep 2: Generate Options Generate options regarding:Generate options regarding:

Management transferManagement transfer Successor developmentSuccessor development Timelines, etc. Timelines, etc. Management:Management:

Ownership transferOwnership transfer Tax considerationsTax considerations

Methods of TransferMethods of Transfer Capital Gains and ExemptionsCapital Gains and Exemptions Tax Deferred Transfer or RolloversTax Deferred Transfer or Rollovers

Business structuresBusiness structures Legal ConsiderationsLegal Considerations Contingency plans/strategies (5-D’s – disability, death, Contingency plans/strategies (5-D’s – disability, death,

disagreement, divorce and disaster)disagreement, divorce and disaster)

Page 38: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3838

Step 3: Make Preliminary DecisionsStep 3: Make Preliminary Decisions

Make preliminary decisions about direction and preferred Make preliminary decisions about direction and preferred options.options.

Consider various options and their implications with help Consider various options and their implications with help of Advisors. Advisors should be creative in development of Advisors. Advisors should be creative in development of the options.of the options.

Ensure decisions align with goals, objectives and Ensure decisions align with goals, objectives and expectations of team members (family and others).expectations of team members (family and others).

Page 39: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 3939

Step 4: Step 4: (Cont’d)(Cont’d)

Flight Testing the Decisions with the AdvisorsFlight Testing the Decisions with the Advisors

Do the Plans have the support and technical Do the Plans have the support and technical approval of:approval of: #1 Business Owners#1 Business Owners Family Business ConsultantFamily Business Consultant LawyerLawyer Financial Planner/Investment AdvisorFinancial Planner/Investment Advisor Financial Institution Representative/BankerFinancial Institution Representative/Banker Business Advisor/MentorBusiness Advisor/Mentor Advisory/Formal BoardAdvisory/Formal Board

Page 40: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4040

Step 5: Design, Develop and Review the Step 5: Design, Develop and Review the Whole PlanWhole Plan

Develop, write and review the Plan(s) for the Develop, write and review the Plan(s) for the business.business. Set direction for the business.Set direction for the business. Work with advisors to ensure preferred Work with advisors to ensure preferred

options are workable.options are workable. Involve the successor – valuable learning tool.Involve the successor – valuable learning tool.

Set the timetables for transfer of management/ Set the timetables for transfer of management/ leadership, control and ownership.leadership, control and ownership.

Page 41: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4141

Step 5: Step 5: (cont’d)(cont’d)

Components of a Succession PlanComponents of a Succession Plan

The written plan documents the background information used and the The written plan documents the background information used and the decisions made during the planning process. It must be internally decisions made during the planning process. It must be internally consistent and address…consistent and address…

1.1. Business overviewBusiness overview 6.6. Operating planOperating plan

2.2. Business and personal goals and Business and personal goals and expectationsexpectations

7.7. Management transfer planManagement transfer plan

3.3. Retirement planRetirement plan 8.8. Ownership transfer planOwnership transfer plan

4.4. Successor training and development Successor training and development plan.plan.

9.9. Communications planCommunications plan

6.6. Business planBusiness plan 10.10. Contingency planContingency plan

Page 42: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4242

Step 6: Implement and MonitorStep 6: Implement and Monitor

A plan is useless unless implemented.A plan is useless unless implemented.

Put documents and agreements in place.Put documents and agreements in place.

Move forward with transfer of Move forward with transfer of management/leadership, control and ownership.management/leadership, control and ownership.

Page 43: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4343

SUMMARYSUMMARY

‘‘It is not a single plan, but a series of plans’It is not a single plan, but a series of plans’ ‘‘It is a “collaborative process” – essential to It is a “collaborative process” – essential to

understand the various requirements and understand the various requirements and professional resources that are needed’professional resources that are needed’

‘‘It takes a “champion” to leadIt takes a “champion” to lead ‘‘It will involve a commitment to invest in time and It will involve a commitment to invest in time and

money to complete’money to complete’

Page 44: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4444

SUMMARY SUMMARY (cont'd)(cont'd)

‘‘It will require patience, tolerance and It will require patience, tolerance and understanding’understanding’

‘‘It will be a process of “discovery”’It will be a process of “discovery”’ Start yesterdayStart yesterday Make yourself dispensableMake yourself dispensable Clean houseClean house Follow the planFollow the plan ‘‘Sleep well’Sleep well’

Page 45: THE PROCESS OF SUCCESSION PLANNING SUCCESSION PLANNING “The development and implementation of an equitable and tax-effective plan for the inter-generational

The Process of Succession PlanningThe Process of Succession Planning

March 3, 2008March 3, 2008Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP Page Page 4545

QUESTIONSQUESTIONS

??????????????????????

Lockington Lawless Fitzpatrick LLPLockington Lawless Fitzpatrick LLP332 Aylmer Street North332 Aylmer Street North

P.O Box 1146P.O Box 1146Peterborough, ON K9J YH4Peterborough, ON K9J YH4Telephone: (705) 742-1674Telephone: (705) 742-1674

[email protected]@locklaw.ca