Skip to main content

Understanding Buy-Sell Agreements: Their Importance in Small Business Partnerships

buy-sell agreements and small business partnerships

written by Matthew Wagoner, Principal, The Wagoner Firm

Starsky & Hutch. Tango & Cash. Batman & Robin. They all have one thing in common: their partnership is key to their success. And when we view the small business market, we see much of that same trend. Partnerships, time and time again, can form the bedrock of a flourishing and highly profitable business. However, they also bring complexities that need careful planning and foresight.

One critical element that every small business should consider is a buy-sell agreement. This legal document is not only a safeguard for the business but also a cornerstone of aligned estate planning for business owners and their loved ones. Understanding its importance and how it integrates with estate planning can ensure the longevity and stability of a business, even amidst unforeseen circumstances. In this article we’ll explore these concepts in more detail and explain the critical interaction between them.

The Significance of Buy-Sell Agreements

A buy-sell agreement serves several vital functions. First, it protects the interests of the remaining partners by allowing them to buy out the departing partner's share, rather than allowing external parties (the departing partner’s spouse, children, creditors, etc…) to become involved in the business. This is particularly important in maintaining the stability and direction of the company. Second, it provides the departing partner or their heirs a clear exit strategy, ensuring they are compensated for their share of the business.

For instance, if a partner passes away unexpectedly, a buy-sell agreement ensures that their interest in the business is automatically offered to the remaining partners, who purchase the partnership interest from the estate. This setup not only secures financial stability for the deceased partner’s family but also prevents any operational disruption by keeping the business within the hands of those who are already involved and invested in its success. Without an agreement in place, it’s possible for a surviving spouse or family member to inherit a significant stake in a business they know very little about and are unprepared to manage.

Aligned Estate Planning for Business Owners

Planning for your own passing may feel like a morbid exercise, but it’s one that holds more importance than many realize.Because aligned estate planning is all about making sure your personal and business plans are synced up, so everything goes smoothly for your family and your business when you're no longer around. In other words, it’s a game plan for the worst-case scenario. For business owners, it involves arranging the legal and financial affairs of one’s business to ensure a seamless transition and minimal tax implications upon the owner’s death or incapacitation. This alignment is crucial because it ensures that personal and business assets are handled according to a unified strategy, reducing or eliminating complications and conflicts among heirs and business partners.

This strategy often involves the use of life insurance, trusts, wills, and various business agreements to achieve a balance that meets personal and business objectives. This can include the transfer of ownership shares to family members or the designation of successors in leadership roles.

Integration of Buy-Sell Agreements with Aligned Estate Planning

A buy-sell agreement plays a pivotal role in aligned estate planning by defining exactly how business shares are to be handled in the event of an owner’s death or incapacitation. This agreement is a cornerstone of ensuring that the business transitions smoothly to the remaining partners or new owners without legal entanglements or disputes that could jeopardize both the business and the family's financial security.

The integration of a buy-sell agreement into estate planning can:

Ensure that the business owner’s family is financially compensated for their business interest without having to engage in the day-to-day operations of the business.

Provide a clear, agreed-upon valuation and sale procedure for the business shares, which can significantly reduce the potential for conflict among the remaining partners and the family members of the deceased.

Align the interests of all parties involved, including business partners, family members, and other stakeholders, making the transition as smooth as possible.

Resources for Effective Buy-Sell Agreements and Estate Planning

When it comes to developing and implementing buy-sell agreements and aligned estate planning, the expertise of professionals is indispensable. The best resources typically include:

Experienced Attorneys: Lawyers who specialize in business law and estate planning can provide invaluable assistance in drafting and reviewing buy-sell agreements and estate plans. First, they understand how businesses operate and how the transition process works. Moreover, they ensure that all legal documents reflect the current laws and best practices.

Leading attorneys in these fields understand the intricacies of both business dynamics and personal estate considerations. They are adept at navigating complex legal and financial landscapes, making them invaluable in identifying potential legal pitfalls and providing strategic advice to mitigate risks. Furthermore, their expertise allows them to tailor each agreement or plan to the specific circumstances of your business and personal goals, which can vary greatly from one business owner to another.

Financial Advisors and Accountants: These professionals can offer advice on the financial implications of buy-sell agreements and estate plans. They help business owners understand the tax consequences and financial benefits of their planning choices. And they help put together plans to facilitate the payment terms and funding mechanisms. For example, in many cases, buy-sell agreements are funded through life insurance policies on the partners’ lives. Financial professionals can assist in setting up these policies to ensure that funds are available for the buyout when needed.

Closing Thoughts

Integrating buy-sell agreements with aligned estate planning is a smart and seamless way to manage the transfer of business ownership in small partnerships. This approach makes sure that everyone's interests are safeguarded and that the business can keep running smoothly, even through the death of a partner. Getting help from experienced professionals for these arrangements not only brings peace of mind but also helps ensure the business's legacy for future generations.

If you have questions about buy-sell agreements or aligned estate planning, our office is happy to take your call. For more information, please visit thewagonerfirm.com.

Attorney Advertising: Prior results do not guarantee future outcomes.

Read more: Understanding Buy-Sell Agreements: Their Importance in Small Business Partnerships

Beyond Buy & Hold: Timeless Investment Wisdom Borrowed from Farmers

Timeless Investment Wisdom borrowed from farmers farmers

written by Conor Boyd, General Agent of National Life Group, Founder of Thoroughbred Advisors

Lessons from the Land

Farmers have an awareness and appreciation for the circle of life and the change of seasons that is unmatched by most people outside of the agricultural space. Farmers have physically lived the definition that is “you reap what you sow.” They’ve also felt the agony of losing an entire crop or herd of cattle to weather or disease. They pay close attention to the environment, when the seed should be planted, and are keenly aware of the perfect time to harvest.

Ancient Wisdom for Modern Times

I have noticed that all things in life tend to have some sort of a cycle to them. Whether a field, a business, or an investment, there tends to be cycles. Many of us have grown up hearing the saying, “buy low, sell high.” Farmers might say, “there is a time to plant and a time to harvest.” Both of these sayings in my estimate are ancient wisdom. They made sense 1000 years ago and they will make sense 1000 years from now. Farmers have never abandoned this ancient wisdom, in fact their livelihoods depend on it. Yet somehow, somewhere, along the lines, I have noticed that many investors and Financial Advisors have abandoned “buy low, sell high” in favor of “buy and hold.”

I have my theories on why this shift happened in the financial industry, and perhaps that would be a conversation better discussed in person. Getting back to the concept of buy low, sell high, this strategy is predicated on an understanding of where you are relative to where markets have been in the past. If you plucked someone from outer space and told them the S&P 500 was 5,022, they would have no awareness of whether this was high or low without further context. I have learned over the years that when Americans are given good context, they make good decisions. It is this context that many of our clients are missing and desiring to have. Just like farmers, they can make or lose fortunes based on having the proper context.

Harvesting Gains: How Informed Decisions May Grow Your Wealth

Most Americans would likely not identify themselves as professional investors. And therefore, many do not spend hours a day focusing on the markets and context needed to make wise investments. Many defer to passive investments with the mindset of buy and hold. This can certainly be a winning strategy, especially given many years of holding. With that said, presented with a practical way to implement buy low, sell high...many investors choose to adopt this as they intuitively feel the wisdom that is displayed in those words. I will often say to my clients, “you are never going to lose by harvesting gains.” Of course there are tax considerations and opportunity costs, but at a root level, selling something when it is up by definition means that you didn’t lose from your original investment.

Building Your Silo: Are You Prepared to Weather Financial Winters?

In a previous edition, I referenced the idea that when you look at business and look at investments, there are often two things common to those who lose. They can happen in any order, but the two circumstances often present are overconfidence and a liquidity crisis. Like a farmer, whether you are a buy and hold type of investor or buy low, sell high investor, both can be susceptible to natural disasters, unintended consequences, wars, market crashes, etc. etc. Farmers have been trained that “winter” is coming. Sometimes I wonder if investors understand this. How do Farmers deal with winter? Well, they do many preparations but common to most farms are silos. What is a silo in the context of a farm? Simply put, it is a tower used to store grain.

These articles are not meant to give all the answers but rather provoke deeper thought and hopefully inspire deeper conversations with yourselves, a Thoroughbred, or your trusted advisor.

Questions For Our readers…

  • Can you concisely describe your investment philosophy?
  • Do you have a “silo” for the “winters” of your life?
  • Do you have all of the context you need to make informed decisions?

There is much that can be learned from observing the way farmers work and live. Although techniques and technology have evolved, the ancient wisdom used by farmers today can be applied to the way we grow and protect our money.

If you are interested in a complimentary consultation to learn more about our philosophies and techniques at Thoroughbred Advisors, we would welcome a meaningful conversation.

The information provided herein is for general informational purposes only and should not be considered investment advice. Any strategies described may not be suitable for everyone. Readers are encouraged to evaluate all information in light of their own situation, and seek the advice of an appropriate professional advisor.

About Thoroughbred Advisors

Thoroughbred Advisors is a financial firm dedicated to becoming the number one choice for both clients and advisors alike who desire a relationship beyond a big box financial institution. Over 242+ Brokers - 7+ Flagship offices - 129+ Advisors.

thoroughbredadvisors.com

421 Troy Schenectady Rd, Latham, New York 12110

Registered Representatives and Investment Adviser Representatives offer securities and investment advisory services solely by Equity Services, Inc., Member FINRA/SIPC, 421 Troy Schenectady Rd, Latham NY 12110, 518-608-4608. Equity Services, Inc. is a Broker/Dealer and Registered Investment Adviser affiliate of National Life Insurance Company (NLIC), Montpelier, Vermont. National Life Group is a trade name of NLIC and its affiliates. Thoroughbred Advisors is independent of Equity Services, Inc. In CO, MO, NH and WI, Equity Services, Inc. operates as Vermont Equity Services, Inc.TC141184(0424)1

Read more: Beyond Buy & Hold: Timeless Investment Wisdom Borrowed from Farmers

A Guide to Building an Effective E-Commerce Website

e-commerce

written by Kelsey Sherman

I’d like you to take a moment to picture, in your mind, the perfect storefront. Imagine the window display, the type of products being offered, the type of customers that come through the door, and, if you listen closely enough, the sweet sound of the ringing cash register. When we talk to new brick & mortar businesses, that’s typically the first place they go. It’s all real, it’s all tangible, and it’s how business was conducted almost exclusively until around the turn of the century.

But what if you could expand that storefront? What if that perfect front door were accessible to any customer, anywhere in the US, within seconds? What if your store were open 24 hours per day, 7 days per week, without having to pay a brick & mortar staff all that overtime?

If you’re a business owner still not quite ready to take the leap into online sales, these are the important questions to consider. We’ve seen incredible success in the e-commerce markets with everything from homemade goods to production-line equipment, from luxury handbags to cannabis flower. It has the potential to completely transform a business and its revenue streams.

Why Create an E-Commerce Website for Your Business?

The decision to establish an e-commerce presence is not just about staying relevant; it's about unlocking new opportunities for growth and innovation. By venturing into the digital marketplace, businesses can:

  1. Reach a broader audience: Your products are now accessible to customers 24/7 worldwide, opening avenues to generate sales while you sleep or take a vacation. It conveniently removes any travel or geographic restrictions.
  2. Increase sales potential: According to Statista, global retail e-commerce sales reached an estimated 5.8 trillion U.S. dollars in 2023. Projections indicate a 39% growth in this figure over the coming years, with expectations to surpass $8 trillion by 2027. With such staggering growth forecasts, businesses have a tremendous opportunity to leverage e-commerce platforms to expand their sales potential and capture a larger share of the ever-growing online marketplace.
  3. Build brand visibility and credibility: An e-commerce website serves as a digital storefront for your brand. This allows you to showcase your products and convey your brand message to a larger audience, enhancing brand recognition and credibility.

Steps for Developing an E-commerce Website

Beginning the process of developing an e-commerce website requires careful planning and strategic execution. Let’s outline the fundamental steps to guide you through this process:

STEP 1: Understand and Define Your Business Goals

Define your objectives, target audience, and growth metrics to align your e-commerce strategy with your overarching business goals. To do this, start with the why:

  • Why do you want to sell your products online?
  • Do you want to drive online traffic to supplement brick-and-mortar sales?
  • Do you want to expand your B2C business to B2B or vice versa?

Apart from these baseline goals for your business, consider e-commerce metrics:

  • Do you plan to sell locally or internationally, too?
  • How many products do you plan to sell?
  • What kind of growth would you like to see post-launch, and how will you measure it?

STEP 2: Design the Intended Shopping Experience

Consider the desired experience for your customers. Tailor the functionality of your e-commerce website to align with your user experience objective, taking into account aspects such as navigation, product exploration, and the checkout process. For instance, does your target audience prefer a swift and straightforward checkout process for familiar products, or do they prefer to explore your site for additional offerings? Depending on your answer, you may need to adapt your site structure to accommodate different customer journeys.

STEP 3: Choose the Right Platform for Your Business

Selecting the right e-commerce platform is crucial for your online store's success. Consider factors like scalability, customization, integration options, and security. Popular platforms include WooCommerce, Shopify, and Squarespace, each catering to different needs. Look for seamless integrations with payment gateways, shipping providers, and marketing tools. Consider your level of customization needs—some platforms offer drag-and-drop builders, while others provide more flexibility for developers. Ultimately, choose a platform that aligns with your business goals and budget, and supports long-term growth.

STEP 4: Populate Your Product Listings

Compiling high-quality product images, detailed descriptions, and pricing information is crucial for showcasing your offerings to potential customers on your e-commerce website. Organize products into categories and subcategories for easy navigation, and implement filters and search functionality for user convenience. Manage inventory levels accurately to prevent overselling and backorders, and consider implementing promotional strategies to drive sales. Regularly review and update product listings based on customer feedback and sales data to optimize your e-commerce strategy for success.

STEP 5: Configure Payment and Shipping Settings

Configure payment gateways, shipping options, and tax settings to offer flexible and convenient options for your customers. Integrate multiple payment methods such as credit cards, digital wallets, and alternative payment solutions to accommodate diverse preferences. Optimize shipping options and pricing to provide transparency and affordability, reducing cart abandonment and improving customer satisfaction with smooth and cost-effective checkout experiences.

STEP 6: Quality Assurance and Launch

Conduct comprehensive quality assurance (QA) testing to ensure the functionality, performance, and user experience of your e-commerce website meet expectations. Test key features such as checkout process, payment gateways, and responsive design across various devices and browsers. Address any issues or bugs identified during testing, and optimize load times and navigation for optimal performance. Once testing is complete, launch your website with confidence, and monitor closely for any post-launch issues or opportunities for improvement.

Conclusion

Developing a successful e-commerce website requires strategic planning and execution. By integrating essential functionalities and adhering to a structured approach, businesses can establish a compelling online presence that resonates with customers and drives sustainable growth.

At Five Towers Media, our experienced team can guide you through each stage of the process, offering expertise in website design, development, and optimization. By prioritizing user experience, security, and functionality, we can help you create a compelling online storefront that captivates customers, and fosters loyalty in an ever-evolving competitive e-commerce landscape.

Read more: A Guide to Building an Effective E-Commerce Website

Navigating Insurance Claims in the Poultry Industry

Navigating Insurance Claims in the Poultry Industry eggs

written by Charles Amodio, Partner, FAZ Forensics

Egg farming is a vital component of the agricultural sector, supplying a significant portion of the world's protein needs. However, like any other business, egg farms are vulnerable to various risks, including natural disasters, disease outbreaks, and market fluctuations. When unforeseen events disrupt operations, egg farmers often rely on insurance coverage to mitigate financial losses. One critical aspect of insurance claims in the poultry industry is assessing lost income accurately. This article explores the complexities involved in evaluating lost income for egg farms, and provides insights into navigating insurance claims effectively.

Understanding Lost Income

Lost income for egg farms encompasses various factors beyond just the direct loss of eggs. It includes revenue from egg sales, as well as potential additional sources of income such as by-products like feathers or manure. Additionally, egg farms incur ongoing expenses, such as feed costs, labor, and maintenance, even when production is halted. Therefore, calculating lost income requires a comprehensive analysis of both revenue and expenses.

Factors Affecting Lost Income

Several factors influence the calculation of lost income for egg farms:

  • Production Capacity: The primary determinant of lost income is the farm's production capacity. We must assess the farm's typical egg production levels and factor in any seasonal variations or production cycles.
  • Market Prices: Fluctuations in egg prices can significantly impact lost income. We consider prevailing market prices at the time of the loss and any foreseeable changes in pricing during the recovery period.
  • Duration of Disruption: The length of time the farm remains non-operational directly affects lost income. Longer disruptions result in more significant revenue losses and extended periods of ongoing expenses.
  • Mitigation Efforts: Egg farms may undertake mitigation efforts to minimize losses during disruptions, such as selling eggs to alternate markets or reducing operating costs. These efforts should be accounted for when assessing lost income.

Calculating Lost Income

As forensic accountants, we employ various methods to calculate lost income for egg farms, including:

  • Historical Performance: Analyzing the farm's historical production and financial records to estimate the income lost during the disruption period.
  • Comparable Operations: Comparing the farm's performance to similar egg farms in the region to determine the potential income loss.
  • Future Projections: Utilizing industry data and market trends to project the farm's expected income during the disruption period.
  • Navigating Insurance Claims

Navigating insurance claims for lost income in the egg farming industry requires an understanding of farm production financial records, the agricultural market, mitigation, and the insurance policy.

  • Detailed Records: Obtaining accurate and detailed records of egg production, expenses, and market prices is essential for substantiating insurance claims.
  • Market Analysts: Engaging market analysts can help egg farmers anticipate future market trends and price fluctuations, enabling them to make informed decisions when projecting lost income.
  • Documentation of Mitigation Efforts: Any efforts undertaken to mitigate losses, such as selling eggs to alternate markets or reducing operating costs, should be thoroughly documented to demonstrate proactive measures taken by the farmer.
  • Policy Understanding: As forensic accountants we are familiar with insurance policies and the coverage limits, exclusions, and claim procedures, which can facilitate a smoother claims process.

Conclusion

Egg farms face numerous risks that can disrupt operations and result in lost income. Navigating insurance claims for these losses requires a thorough understanding of the factors influencing the income loss, and effective communication with all parties involved. Evaluating claims for lost income in the egg farming industry requires a proactive and strategic approach. By accurately assessing lost income and adhering to the claims process, as forensic accountants we can assist and facilitate a fair settlement of the claim.

Read more: Navigating Insurance Claims in the Poultry Industry

The Benefits of Buying Food Directly from Local Farms

buying food directly from local farms

written by Michael Nelson

Everyone says that the best produce is the stuff that’s been sitting on a truck for days and in a refrigerator for a week, right? Heck no!

Have you ever tasted a tomato that was picked just hours before it landed on your plate? Or grapes that were practically right off the vine? If you have, it’s tough to have it any other way.

Buying food directly from local farms offers an incredible experience that goes beyond just filling your fridge. Let's explore why this trend is gaining traction and why it's worth joining in.

Taste the Difference: Freshness and Flavor

Imagine biting into a juicy apple that hasn't traveled thousands of miles to get to you. Local produce is picked at the peak of ripeness and often sold within days  ensuring you get the freshest, most flavorful fruits and vegetables. This means not only better taste but also more nutrients, making your meals both delicious and healthy.

Boosting the Local Economy

When you buy from local farms, your money stays within your community. It helps support local businesses and keeps your town thriving. The farmers can reinvest in their operations, maintaining the agricultural heritage of your area and providing jobs. It truly provides a win-win outcome for everyone, even those not directly involved.

Go Green with Local Choices

Buying local is also a great way to help the environment. Food that travels long distances uses a lot of fossil fuels, which contributes to higher pollution and higher carbon emissions. Local farms usually have shorter transportation routes and often use sustainable farming practices. This means a smaller carbon footprint and a healthier planet for future generations.

Trust & Transparency

One of the best things about buying from local farms is knowing exactly where your food comes from. You can talk to the farmers, ask about their practices, and be assured that your food is produced in a way that aligns with your values. This transparency builds trust and allows you to make informed choices about what you eat.

Preserving Our Beautiful Landscapes

Supporting local farms helps keep the rural landscape you love intact. As cities expand, farmland is often sold for development. By buying local, you help keep these areas in agricultural use, preserving the natural beauty and ecological health of your region. Farmland also provides habitat for wildlife and helps with carbon sequestration.

Encouraging Sustainable Agriculture

Local farmers are often leaders in sustainable farming. They use methods like crop rotation, organic farming, and integrated pest management, which are better for the environment. By supporting these practices, you're helping to promote a healthier ecosystem and ensuring the land remains productive. Going even further, local farms are more likely to grow a variety of crops, which promotes biodiversity and long-term soil health.

Strengthening Food Security

The COVID-19 pandemic showed us how fragile global supply chains can be. By supporting local farms, you help create a more resilient food system that can better withstand disruptions. Local food systems reduce dependency on long supply chains, ensuring a more stable and reliable food source during crises.

Building Community Connections

Buying directly from local farms can also bring people together. Farmers' markets, farm stands, and community-supported agriculture (CSA) programs create social spaces where relationships can blossom. These interactions build a sense of community and offer educational opportunities about agriculture and healthy eating.

Conclusion

Choosing to buy food directly from local farms is a wonderful decision that benefits you, your community, and the planet. From the unmatched freshness and flavor to the support of local economies and sustainable practices, the advantages are clear. So next time you're shopping for groceries, consider the impact of buying local – it's a choice that nourishes both body and soul.

Read more: The Benefits of Buying Food Directly from Local Farms