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Bucher Law Group, LLC

Book review – "Buyouts: Success for Owners, Management, PEGs, Families, ESOPs, and Mergers and Acquisitions," by Scott Miller

As a veteran of 50 business acquisitions, I've often been amazed by the degree of unpreparedness of sellers. Most seem unsure of their options or procedures. Many seem unprepared to walk away from the company they started from scratch. Few have thought deeply about retirement and their future standard of living.

To fill this void, Scott Miller has written "Buyouts." It's a book that should be read by every business owner over the age of 50 — and by their lawyers and accountants. Miller is president of Enterprise Services, Inc., Delafield, a nationally recognized firm in employee stock ownership consulting and valuations.

Miller presents an eye-opening scenario: (a) the financial meltdown of 2008 and following recession have pinched commercial credit for business sales; (b) a wave of business-owner boomers are coming to retirement age and (c) federal taxes will change materially and adversely after Jan. 1, 2013.

"Buyouts" is mandatory reading for every boomer business owner looking for an exit strategy.

Buyers with cash ready to buy a business have become rare since 2008. Miller advises owners to proactively investigate options, with an emphasis on selling to the company's managers, key employees, family members, employee stock ownership plans (ESOP) or private equity firms in concert with managers.

Miller, a nationally recognized expert on ESOPs, presents the pros and cons of various acquisition plans. Each type of business sale is presented from the viewpoint of the buyer and seller. For instance, he notes how stock sales are advantageous to sellers and assets sales are favored by buyers because of current tax laws.

"Buyouts" presents strategies for selling to people who are already invested in the company — its managers and employees. These are the people who helped create the business and would jump at an opportunity to become equity owners. Miller states it's important to prepare these managers and employees for an ownership role and assure they are part of the succession plan.

This is a book that every business owner should read now. It will guide the owner toward a realistic valuation of his company and a thoughtful choice of professional advisors. It will also make the owner appreciate how his flexibility as seller may be imperative to close a transaction. The owner may need to retain some vestiges of ownership for a few years and take a portion of the sale proceeds as deferred compensation, noncompetition or consulting agreements, or a role as a paid director.

Miller is a joyful celebrant of ESOPs — which offer more flexibility and tax advantages than any other business transfer. His arguments are persuasive and highly readable.

Here's a hint to the lawyers and accountants who advise these boomer owners. Buy a copy of "Buyouts." Give it to the owner. You will look smart, the client will be grateful, and, with a bit of luck, the successor owners will turn to you for their professional counsel in the future.

["Buyouts" by Scott D. Miller is published by John Wiley & Sons, Inc. Its retail sale price is listed as $85, but it is available at amazon.com for approximately $52 plus shipping.]

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