Posts in ‘Business Valuation’

Neutral business valuation is typically part of any Collaborative divorce, and has a number of important advantages over each spouse hiring his or her own expert, including:

  1. Much less costly.
  2. Assuming the manager-spouse provides the necessary data on time, much faster.
  3. In a Collaborative divorce, the objective is to deliver an opinion on which the spouses can agree, understand, and believe is fair. Therefore, there is no need to “defend” the firm’s opinion from withering cross-examination.
  4. Instead of the ill feelings that inevitably flow from an adversarial valuation process, a neutral process can provide the basis for a more collaborative atmosphere for the resolution of other financial and, even, non-financial issues.  After all, if the couple can come to an agreement on a nettlesome problem like the value of the business, they should have a good shot at successfully negotiating other matters.

Effective Referrals

Relative unfamiliarity with the specific business in question, and with financial matters in general, will typically cause the non-manager spouse to fear that s/he is severely disadvantaged.  The manager-spouse, on the other hand, often believes that the non-manager spouse views the business as some kind of money tree.  “On the contrary,” s/he thinks, “without me, the business is worth nothing.”  It is critical that a competent and trusted business valuation professional keeps the burner under this volatile emotional stew on Low.

The referring professional, such as an attorney, should ensure that the individual s/he selects has the following qualities.

  1. A reputation for honesty, integrity and impartiality, including in court, where the line between expert and advocate is so easily crossed.
  2. Experience in neutral business and professional firm valuation, especially in the context of family law.
  3. A keen understanding of, and feel for, the human relations aspects of divorce in general, and business value negotiation in particular.
  4. A commitment to the Collaborative divorce process, as evidenced by training, group membership and active participation in fostering the growth of Collaborative Practice in his or her community.

First Meeting

The first meeting can include respective counsel and/or the neutral Financial Specialist, but there is a cost associated with enlarging the meeting, and that is generally not necessary.  For both spouses to embark on a calm and productive valuation process, certain key elements must be established from the outset.

  1. The expert’s credentials (experience, expertise, publications, etc.) impart a sense of confidence in this individual’s technical competence.
  2. The manager-spouse must feel that “reality” will be front and center in this process – especially, that value will constitute what it is worth to the manager-spouse to own the community’s entire interest in the business (rather than his or her community property half) and not what it is worth to some hypothetical outside buyer.
  3. The non-manager spouse must believe that the valuation expert will control the flow of information and analysis.
  4. The expert is, in truth, totally impartial.  Making it clear from the outset that the expert will not be available to perform consulting assignments for the company down the line will go far to cement this critical impression.
  5. The process will be transparent and approachable to all concerned, including both spouses and all advisors.  If, at any time, either spouse wants the expert to look at an issue, talk to an individual and/or review a document, the expert should do so, irrespective of whether such an investigation promises to be productive.
  6. The parties must receive a firm fee quote, rather than a request to sign up for some open-ended hourly commitment.  Divorce is stressful enough without having to worry about how much the next coffee break is going to cost.
  7. Finally, the expert must confirm the impression that s/he has no ego in the game.  The best way to accomplish this is to have the report be “Preliminary” in nature.  If any party to the process can make a convincing case that revisiting any aspect of the valuation process could have a significant impact on the expert’s opinion, s/he should do so without objection or delay and, then, furnish a Final Report in due course.

Conclusion

Collaborative divorce is a splendid out-of-court process that can assist the spouses to communicate more effectively and to negotiate more productively.  If the parties make the necessary commitment to the process, they have a much better chance to maintain human decency, protect their children, and to help the entire family to get on the other side of the divorce decree in one piece.

It is well worth the effort.


This article has been contributed by Steven D. Popell CMC (Certified Management Consultant.) Steve has been qualified as a business valuation expert since 1974, and has published extensively on this topic. CMC, a certification mark awarded by the Institute of Management Consultants USA, represents evidence of the highest standards of consulting and adherence to the ethical canons of the profession. Steve was a 2007 winner Collaborative Practice California Eureka Award for contributions to Collaborative Practice in this state and is a Senior Partner in Popell & Forney, with offices in Los Altos Hills and Pleasant Hill, California.

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Week In Review: Sep 19 – Sep 25, 2010

by Magesh Tarala on September 26, 2010

Retaining employees: Structuring a Stock Appreciation Rights program

by Steve Popell, Sep 20, 2010

Stock options have historically played a key role in helping retain key employees. Their attractiveness has taken a considerable hit in the past few years. But a Stock Appreciation Rights (SAR) program can achieve the same purpose with few drawbacks if any. Here is what you need to know to have an intelligent conversation with a professional to implement a SAR program. more…

Chaos and Complexity #2: Fun house mirrors and strange attractors

by Gary Monti, Sep 21, 2010

Strange attractors distort systems. If not addressed they can damage or destroy the system. A good visual metaphor for strange attractors is a fun house mirror. Capitalistic economies thrive because of strange attractors. Something new and different is always coming out. For example, a team can be working well and following project principles when – bang! – a competitor with a new product shows up and changes the game.. more…

Social Media and Tribes #13: Social tribes connecting Youth

by Deepika Bajaj, Sep 22, 2010

Deepika is currently visiting India and witnessing the phenomenal impact of Facebook driven social networking in India’s capital city Delhi. Fueled by ISAC (India Study Abroad Center), students from all over the world come here to study. They become a member of a tribe based on their needs and circumstances, enabled by Facebook. more…

Flexible Focus #20: The Principle of Optimization

by William Reed, Sep 23, 2010

You can deal with a problem or crisis in two ways. First is Plan, Do, Check, Action (PDCA). This is the fire fighting approach. Though not suitable for emergencies, the better approach for most situations is CAPD (Check, Action, Plan, Do). This method focuses on understanding the root cause and so will help create long lasting solutions. Flexible Focus enables this and Mandala Chart facilitates flexible thinking. more…

Alternate Sales Partnerships #2: Ways to keep a healthy sales relationship

by Tina Burke, Sep 24, 2010

Tina’s company has had a good partnership with a client. It’s been a fairly stable environment with the same key players in place, good commissions and together they had great clients. Everybody was happy. But still, going into the sales convention, they are welcomed by the new VP of Channel Sales introducing a new program. And that’s because the past program was unsustainable. Who would have known? Stay tuned for next week’s installment from Tina to find out what happened. more…

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Retaining key employees is extremely important for ongoing operations, and in building value for a potential sale of the company.  Stock options have historically played a key role in providing incentives for these individuals to stay.

In a previous post, we discussed the fact that IPOs and, with them, the attractiveness of stock options have taken a considerable hit in the past few years.  Not to worry.  A Stock Appreciation Rights (SAR) program can achieve many of the same purposes with few, if any, of the drawbacks of a stock option plan.  Here is what you need to know in order to have an intelligent and productive conversation with a professional who can help you to draft the implementing document for an SAR program.

The SAR Grant sets aside a specific number of SAR shares to be awarded to a named employee, including the timing and size of each award – both matters of management discretion.  Since SAR shares are awarded, rather than purchased, the employee does not tender any cash or incur any financial obligation to the company.

The Base Share Value (the value of the SAR shares at the time of the award) is also specified by management.  The key in determining the basis for this value is management’s definition of success.  Pretax profit as of the end of the most recent calendar or fiscal year would be a good example.  If earnings increase over time, all employees holding SAR shares will benefit as the value of those shares increases.

While there are advantages in having the same basis for valuing the SAR shares of all employees (such as increasing the chances of cooperation among potentially competing individuals or departments) other factors may have greater weight.  For example, if one group of employees has considerable influence over Gross Profit, while another has its principal impact in control of overhead, separate bases for valuing SAR shares may be more effective in fostering the kinds of behavior that management seeks.

Along with the SAR share award schedule, there is usually a vesting schedule.  These two elements combine to prolong the period in which all SAR shares are fully vested and, therefore, receive full value at sale.  If, for example, 25% of the shares are awarded each year for four years, and there is a four-year vesting schedule, it will take seven years for all shares to be fully vested.

When the employee leaves the company, his or her shares are purchased by the company at the then value (or the value at the end of the most recent calendar or fiscal year.)  The calculation is a simple one:

Cash to the employee = the Current Share Value minus the Base Share Value X the number of fully vested shares owned by that employee.

Non-vested shares have no value, and are purchased for zero dollars.  If the company is sold, all SAR shares will typically vest immediately.

The principal disadvantage of an SAR program is that it provides little in the way of immediate reward.  That shortcoming can be remedied by an effective bonus program.  The next post will discuss this important topic.

Good luck!


PhotoPopell This article has been contributed by Steven D. Popell. Steve has been a general management consultant since 1970. Steve is a Certified Management Consultant, business valuation expert, and inventor of ExiTrak®- a process designed to assist the privately-held company owner/manager to build an attractive strategic acquisition candidate

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Week In Review – Aug 22 – Aug 28, 2010

by Magesh Tarala on August 29, 2010

4 steps to effective Disaster Recovery planning

by Marc Watley, Aug 23, 2010

IT executives today are, in fact, increasingly faced with the threat of disasters – whether natural or man-made. As organizations – and their customers – increasingly rely on database, server, and IP-connected applications and data sources, the importance and responsibility of maintaining continuity of the business infrastructure and limiting costly downtime in the event of a disaster, is paramount. Read this article to get a high-level, best-practices overview of the DR planning process. more…

Character and Personality #8: Competency

by Gary Monti, Aug 24, 2010

A good leader is also a good politician, one who finds a way to thread through a situation to reveal a path that, when followed, benefits the common good. Competence pulls technology and sophistication together so that one person can meet another person’s needs, i.e., a connection comprising the humanity of the stakeholders who need and commit to finding a solution that works. more…

Social Media and Tribes #9: The fear factor

by Deepika Bajaj, Aug 25, 2010

Even professionals who have gone through many technological innovations in the past don’t find the idea of being transparent and authentic over social media too appealing. They were worried about identity theft, making a wrong impression on a potential employer and above all were overwhelmed by the friend requests on Facebook. These are valid concerns, but not an excuse to avoid social media.  more…

Flexible Focus #16: The decision trap

by William Reed, Aug 26, 2010

Ambiguity causes anxiety in those who are inflexible, and creates possibilities in the minds of the people who have flexible focus. Tolerance for ambiguity drops when you have to make a decision. Urgency adds pressure, and when the decision affects the core areas of your life, you can feel as if you are lost in a labyrinth of choices. Your decision sets the wheels in motion, whereas with indecision the wheel turns without you. Read about the Six Criteria for Decision Making to stay in motion and steer the wheel. more…

Investment Value

by Steve Popell, Aug 27, 2010

In a previous post, Business Valuation in Divorce is Different, Steve discussed why Investment Value is more appropriate in the context of family law.  But, this method is not just for divorcing couples.  In any situation in which the party acquiring an interest (or a greater interest) in a company will become (or continue to be) part of the management team, Investment Value is often the most appropriate method.  Read this article to find out why. more…

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Investment Value

by Steve Popell on August 27, 2010

In a previous post, Business Valuation in Divorce is Different, we discussed why Investment Value is more appropriate in the context of family law.  But, this method is not just for divorcing couples.  In any situation in which the party acquiring an interest (or a greater interest) in a company will become (or continue to be) part of the management team, Investment Value is often the most appropriate method.  Here’s why.

In a Fair Market valuation, the objective is to determine what a hypothetical “willing buyer” would pay a hypothetical “willing seller” in a hypothetical “free market” etc.  But, that is not what is going on in a divorce or in a variety of other private company business situations.  An abbreviated list would include the following.

  • Sale of shares in a corporation to a new hire.
  • Repurchase of shares in a corporation from a retiring, or otherwise terminating, employee.
  • Sale of a partnership interest in a professional firm to a new partner.
  • Repurchase of a partnership interest in a professional firm from a retiring, or otherwise terminating, partner.
  • Implementing a stock option plan.
  • Implementing a Stock Appreciation Rights program.
  • Establishing a value, or value formula, for a buy-sell agreement.

In each of these examples, the buyer is a current (or soon-to-be) partner and/or a member of the management team and, as such, intends to benefit (or benefit to a greater extent) financially from future operations.  This is strictly an insider transaction, with no hypothetical “willing buyer” in sight.

In a small professional firm, for example, a prospective outside acquirer would typically find value primarily in the people who operate it.  S/he would be “buying the people” rather than the firm itself.  The resulting dependence on 1-3 key individuals creates risk which, in turn, depresses value from the perspective of an outsider.  For an insider, not so much.

A key insider owner should certainly be cognizant of the importance of a management structure that has breadth and depth.  That’s just prudent management.  But, more importantly, s/he need not fear that the currently thin management structure will suddenly evaporate by virtue of a loss of motivation.  In addition, there are many important financial benefits to being an inside owner, including control or influence regarding:

  • Salaries
  • Bonuses
  • Retirement plans
  • Common executive perks (such as automobile or expense allowance)
  • Uncommon executive perks (such as an apartment or extensive foreign travel)

In some cases, the value to an insider may be considerably higher than to an outsider.  Conversely, if the company or professional firm is in financial difficulty, the value of the inside investment could be well below Fair Market Value, because the financial risk will be borne entirely by the current owner/manager team.  The common thread here is the value of stock or partnership interest to an inside investor. That is why Investment Value in such cases is the valuation method of choice.


This article has been contributed by Steven D. Popell CMC (Certified Management Consultant.) Steve has been qualified as a business valuation expert since 1974, and has published extensively on this topic. CMC, a certification mark awarded by the Institute of Management Consultants USA, represents evidence of the highest standards of consulting and adherence to the ethical canons of the profession. Steve was a 2007 winner Collaborative Practice California Eureka Award for contributions to Collaborative Practice in this state and is a Senior Partner in Popell & Forney, with offices in Los Altos Hills and Pleasant Hill, California.

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Increase the value of your company

by Steve Popell on August 9, 2010

This post is about the Role of Stock Appreciation Rights in retaining key employees; which goes a long way in increasing the value of your company. One of the least understood, but most valuable, strategic assets of any privately held company planning to sell is the quality of management, including its breadth and depth.

Put yourself in the position of the buyer.  Would you pay a lot for a company the executive corps of which consists of the founder/CEO and a cast of minor characters?  Of course you wouldn’t, and for one very sound reason.  If something were to happen to that individual (illness, injury, death or, simply, loss of motivation) your return on investment would be in serious jeopardy.  So, you would reduce your risk by reducing the price.

Therefore, it is critically important that ownership find effective ways to retain key employees.

Fewer Practical Options (Pun Intended)

Financial incentives have always played a key role.  However, because IPOs are much harder to come by in today’s market, one of the traditional favorites (stock options) has lost much of its appeal.  Not to worry.  Riding to the rescue is a great alternative: Stock Appreciation Rights or SARs.  This vehicle conveys no equity ownership.  Instead, the employee shares in the financial success of the company through what amounts to cumulative deferred income, with a vesting schedule that can take nine years or longer to play out.

Advantages and Disadvantages

There are several distinct advantages of SARs over traditional stock options, including:

  1. The value of the SAR shares is directly related to critical measures of company success, such as Pretax or After-Tax Profit, or Net Worth.
  2. The bases for the (hopefully increasing) value of the SAR shares are strictly a matter of management discretion.
  3. There are none of the nettlesome issues associated with employee equity ownership, such as membership on the Board of Directors.
  4. All SAR shareholders have a common goal, which encourages cooperation among sometimes competitive individuals and/or departments.
  5. The vesting schedule provides a powerful incentive to stay with the company – the whole point.
  6. When the company repurchases vested shares, these payments are fully deductible.

The principal disadvantage is common to stock options; namely, inadequate short-term incentives.  This problem can be very effectively addressed with cash bonuses.

The next post will discuss the logistics of setting up and managing an effective SAR program, as well as how to structure a cash bonus program that it actually benefits the company, and not just the employees.

Make it a great month!

PhotoPopell This article has been contributed by Steven D. Popell. Steve has been a general management consultant since 1970. Steve is a Certified Management Consultant, business valuation expert, and inventor of ExiTrak®- a process designed to assist the privately-held company owner/manager to build an attractive strategic acquisition candidate

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There are two very different reasons why effective long-range planning is critical for getting top dollar when you sell your company.  First, top-notch planning helps you to manage your company better and involve your employees at a higher and more productive level.  Second, and much less obvious, success in this area is very impressive to prospective buyers.  Why?

Because successful long-range planning (defined as developing a plan, implementing it and achieving most or all of the long-range goals) is indicative of solid and sophisticated management – a highly valuable strategic asset for most acquiring companies.  Here are 10 elements to developing a long-range plan that increases the likelihood of success manifolds:

  1. Involve your key people.  For one thing, they will have ideas that are worth considering.  Beyond that, it is axiomatic that the best way to overcome resistance to change is to ensure that those who will be implementing the changes help to determine what those changes will be.  An effective planning group can comprise as few as three people, or as many as 15.  The important thing is that no one who can have a major impact on how the plan is implemented is left out.
  2. Make sure that there is a solid consensus around the vision for the company; i.e. what will be the company’s identity in years to come.
  3. Develop a clear and easily communicated mission statement that expresses what the company does and for whom.
  4. Conduct a SWOT analysis; i.e. identify the company’s principal Strengths, Weaknesses, Opportunities and Threats.
  5. Develop long-range goals that are challenging, achievable and in line with the company’s vision, mission and values.  These goals should be specifically designed to take advantage of strengths and opportunities, while addressing (or, at least, minimizing the negative effect of weaknesses and threats.  In addition, ensure that each member of the planning group (and the rest of the staff, as well) can relate the achievement of the company’s vision and mission to a high level of performance in their specific area(s) of responsibility.
  6. Identify outside factors over which you have no control and little, if any, influence.
  7. Short term objectives. Determine what you need to achieve within one year in order to give yourself a leg up in achieving your long-range goals.  But, be cautious with your scheduling.  The biggest mistake most owner-managers make is front loading implementation far too much.  If you are going to make a mistake, especially if this your first planning experience, make it on the low side of delivery.  You can always add short-term objectives later, but if you fail to achieve your objectives, it can severely damage morale.
  8. Attach task assignments, with individual responsibilities and deadlines, to each short-term objective.
  9. Attach action items to each task assignment.
  10. Organize follow-up sessions no more often than monthly and no less often than quarterly.  This step is, in reality, as important as all the rest, because it is all that stands between you and a dusty planning document that fails to impact the future of your company.  Make sure that you are utterly ruthless in comparing actual performance with plan.  There is no reason to be unpleasant.  Most long-range plans fall behind in the early stages, usually because of excessive front loading.  The critical element is that everyone agrees on the relationship between plan and actual performance, and how to get back on track and timeline with any projects that are lagging

Oh, and one final thing… Good luck!


PhotoPopell This article has been contributed by Steven D. Popell. Steve has been a general management consultant since 1970. Steve is a Certified Management Consultant, business valuation expert, and inventor of ExiTrak®- a process designed to assist the privately-held company owner/manager to build an attractive strategic acquisition candidate

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Week In Review – Jun 13 – Jun 19, 2010

by Magesh Tarala on June 20, 2010

Buyers for your company: How to build a great list?

by Steve Popell, Jun 14, 2010

In a previous post, Steve discussed the fact that becoming an attractive strategic acquisition candidate should begin with learning precisely what prospective buyers think that means, and how to elicit that information in a series of telephone interviews.  But, an equally important element is determining whom to interview.  This post addresses that question. more…

Leadership and Mythology #6: Panic and Self doubt

by Gary Monti, Jun 15, 2010

When you leave your comfort zone, even little things take on much bigger significance and cause you to doubt yourself. But once you become comfortable dealing with uncertainty, the rewards will be tremendous. Leaving your familiar confines is like being touched by the Greek god Pan. Leaders are characterize by their ability to stand up to Pan.  more…

Social Media and Tribers #2: DEATH of Email; RISE of branded Tribes

by Deepika Bajaj, Jun 16, 2010

A while back, email was an effective medium to market your products. But not anymore. Because of the rise of junk mail people don’t trust the emails they get. New web marketing is based on the foundation of TRUST with our tribe. In this post, Deepika gives a high level overview of how to go about building trust within your tribe. more…

Flexible Focus #6: Peace in the Elements

by William Reed, Jun 17, 2010

A great way to gain flexible focus is to study elements of words, their roots, nuances, and varieties of expression. This can be done in any language, but in Chinese and Japanese you have the additional dimension of written characters (kanji), not only the elements or radicals which make up the kanji, but the remarkable range of expression made possible in writing with a brush. more…

Author’s Journey #26: Speak your way to book publishing success

by Roger Parker, Jun 18, 2010

Speaking is one of the best ways you can promote your book while planning and writing it. It creates a special bond with your audience, paving the way for book sales and lasting relationships. In this segment, Roger encourages you to speak your way to book publishing success by speaking about your book at every opportunity. more…

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Buyers for your company: How to build a great list?

by Steve Popell on June 14, 2010

In a previous post, we discussed the fact that becoming an attractive strategic acquisition candidate should begin with learning precisely what prospective buyers think that means, and how to elicit that information in a series of telephone interviews.  But, an equally important element is determining whom to interview.  This post will address that question.

The first, and most obvious, step in compiling a list of prospective buyers in your industry is simply to brainstorm with anyone who fits the following profile.

  1. Has a valid input on this topic
  2. Can be relied upon to keep totally confidential even the fact that there has been such a conversation.  The notion that your company is (or will soon be) for sale can be very destructive in the marketplace.

As long as you have complete confidence in the discretion of each individual, the more contributors the better.

The next step is to consult as many merger & acquisition databases as you can identify.  Database research can help in two distinct ways.  First, it can provide information on specific acquisitions.  Second, and as importantly, it can suggest matchups that might not have occurred to you and your colleagues.  Discussions that follow will often lead to whole new categories of prospective buyers.  The basis for this research is your company’s Standard Industrial Classification (SIC) code number, along with the parameters that are most relevant, such as:

  1. That the SIC code number relates to sellers;
  2. Period of investigation (e.g. last three years)
  3. Sellers’ annual revenue range
  4. Whether to include international buyers and/or sellers

When in doubt, do not leave out any parameter, or narrow it unduly.  It is far better to have too many data points than too few.  You can always drop any that prove to be irrelevant.

The rest of this part of the process is iterative; i.e. back and forth between brainstorming and database research, until you feel that you have reached the point of diminishing returns.   At that time, shift your attention to identifying a specific executive to interview in each company.  This information should be readily available on the prospective buyer’s website.

In a relatively small company, the CEO or CFO is the most likely choice.  In a larger company, there may be an individual specifically charged with acquisitions, such as the Director (or Manager) of Corporate Development.  Since the title will vary from company to company, it may be necessary to click on the name of someone you think may have this responsibility.  His or her write-up should be very helpful in this regard, and will probably provide contact information, as well.

Once you have developed the list of companies and individuals to contact, craft a questionnaire along the lines discussed in the previous post, conduct the interviews, collate the data and, finally, analyze the results.  The product of all this effort will be the profile of the attractive strategic acquisition candidate from the perspective of the marketplace.

Good luck.

PhotoPopell This article has been contributed by Steven D. Popell. Steve has been a general management consultant since 1970. Steve is a Certified Management Consultant, business valuation expert, and inventor of ExiTrak®- a process designed to assist the privately-held company owner/manager to build an attractive strategic acquisition candidate

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Week In Review – Apr 11 – Apr 17, 2010

by Magesh Tarala on April 18, 2010

Lifecycle Management: Knowing what your company owns, how it’s being used and where it lives

by Matthew Carmen, Apr 12, 2010

The key to managing a financially sound IT organization is to start with a sound planning and implementation process. You need to know what it is you are managing. They are software licenses, hardware assets, leased equipment and the list goes on and on. Knowing this is the first step to understanding how they are used and the details surrounding the total cost of ownership. more…

Leadership Cancers #5: Simplemindedness

by Gary Monti, Apr 13, 2010

The difference between simple and simplemindedness is a razors edge. When designing a solution for a customer, you need to understand the disciplines, principles and the balance between them that is required to go from customer requirements to functional specifications to design to production. Failing to recognize any one aspect will lead to a simpleminded solution that will introduce unintended complexity. more…

Customer is King

by Guy Ralfe, Apr 14, 2010

As Guy wades deeper into his new domain of business, he is able to understand with great clarity that the first order of business is to take care of customers. This cardinal notion spans across all industries without exception. If you do not take care of your customers, somebody else will and you don’t that to happen. more…

Business Valuation in divorce is different

by Steve Popell, Apr 15, 2010

In a divorce situation, the manager-spouse purchases the community property interest of the non-manager-spouse through the process of community property division. The standard “fair market value” method of evaluation is not valid here. Read this article to understand the fundamentals of this evaluation method. more…

Author’s Journey #17: Finishing your book on time and avoiding writer’s block

by Roger Parker, Apr 16, 2010

Finishing a book on time and avoiding writer’s block is a challenge to many authors. Better planning will help you finish your book on time. Start by creating a content plan and commit to a daily progress. more…

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