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考虑把你的生意卖给你的商业伙伴? (请先读这篇文章)

{This blog was originally published in January 2013, but this lesson can never be taught enough. 当企业主不采纳这些建议时,我经常看到消极的结果。

上世纪80年代中期,他们在范德堡大学(Vanderbilt)商学院相遇. 他们被分配到同一个学习小组, 所以没过多久,他们就意识到自己拥有值得称赞的技能. Bob (not his real name) was analytical, loved data, and never met a detail he couldn’t retain. 史蒂夫(不是他的真名)有一种更直观的感觉, 也许这是他进入商学院前在广告业工作的日子遗留下来的.

拿到工商管理硕士学位后, 这两个朋友分道扬镳了, 尽管两人都留在了纳什维尔. Bob took at position with a major accounting firm and Steve entered the marketing department of a locally-based national retailer. 他们继续在周末一起出去玩, 尤其是在足球赛季,因为他们都是SEC的铁杆粉丝.

在观看一场vandi - south Carolina的比赛时, the two friends started talking about their jobs and it was quickly obvious neither particularly liked corporate life. 他是个负责任的人, it didn’t take Steve long to start looking for something the two friends could do together. 在纳什维尔见了一个人脉很广的商业经纪人之后, 史蒂夫找到了一个两个朋友可以一起购买的公司. 这是完美的设置, 老板要退休了, 他愿意承担一部分资金, 小企业管理局的态度尤其激进, 所以这两个朋友开始时不需要抵押他们的房子.

最初的几年很艰难, 双方都不拿薪水, 但幸好鲍勃的妻子是一名教师, and Steve had recently gotten married to a lady who had just made a partner in a local CPA firm. 经过大约三年的努力, the business began to turn a profit and the two friends settled into a stable growth plan that allowed them to increase their salaries while continuing to grow the business.

多年来,公司经历了挑战,起起落落,合伙人也是如此. 史蒂夫的妻子被乳腺癌吓了一跳,但她幸运地挺过来了. 鲍勃的第二个儿子出生时患有轻度自闭症, 但是这个家庭很快就适应了,他们很快就适应了正常的生活方式.

随着业务的增长, 这两个朋友在生意中的角色变得更加精细, Bob处理所有后台和操作功能, 史蒂夫负责销售和营销工作. 多年来,这家公司在纳什维尔无处不在.

The two friends had decided when they reached their 50th birthday they’d each take a four-week sabbatical. Steve was three years younger than Bob, so Bob was the first one to get his four weeks off. 他和他的两个儿子骑自行车穿越意大利南部到欧洲旅行. 三年后,他的50岁生日休假, 史蒂夫和他的妻子在佛罗里达海滨社区租了一套房子. 和妻子在沙滩上散步的时候, Steve decided he wanted to retire from the business and devote the next 20 years of his professional life to his church’s emerging missionary work in Honduras. He assumed Bob would be open to this idea the only question being how much Bob would pay for Steve’s 50% interest in the company.

就在史蒂夫休假回来的几天后, 他和鲍勃去他们最喜欢的餐厅吃午饭. 史蒂夫告诉鲍勃他想在明年的某个时候退休. 尽管他从不承认, Bob was somewhat relieved because in the past couple of years he had detected Steve was working less and ready for a change. 遗憾的是尽管, 这两个朋友从来没有花时间来记录他们的退出计划, 更不用说合伙关系是否/如何解散了. Their conversation at lunch was the first time they had ever discussed how they would separate.

Steve had done some research on business valuations and estimated his share of the business was worth $8 million. He figured that would be a sufficient amount for him to retire early and devote his remaining productive years to missionary work. 当史蒂夫把那个数字放在桌子上时,鲍勃几乎把他的土豆泥都咳出来了, 他不可能出资800万收购合伙人. 他做了一些快速的分析, 基于企业的现金流, 鲍勃计算出他可以付给史蒂夫2美元.在20年里花费900万美元,大约每年145000美元.

在一起工作了近20年之后, 每一步都互相帮助, 参加彼此的婚礼, 完全依赖彼此, it didn’t take more than two minutes for the two friends to enter a completely different zone, 当你突然怀疑伴侣的动机时,你会觉得很奇怪. Steve just wanted his fair share of the business’ value and Bob wanted to keep the company’s cash flow stable so as to not risk what they had built over the past 20 years.

就在那时我接到了电话. 鲍勃的妻子是纳什维尔本地人, 她和一位女士是多年的朋友, 辛迪(化名), 谁是当时当地市民俱乐部的主席. 我刚刚加入了这个市民俱乐部在一个新会员招待会上, I met Cindy and told her I was a business broker and mediator specializing in business transfers. She told me she had a friend whose husband was going through a difficult time with his partner, 她觉得我也许能帮助他们. 几天后,我接到鲍勃的电话,他告诉我他从辛迪那里得到了我的名字, 他问我们能不能见一面.

We met for coffee at a local Panera and Bob gave me a complete background on the friends’ relationship, 业务的增长, and the awkward state they were now in as they tried to construct a fair plan of dissolution. Of course, fair is in the eye of the beholder, which is why I get called into situations like this. Bob thought he was being fair and that Steve was pushing too hard for an overly aggressive buyout. 事实上, it was kind of awkward when Bob said he believed Steve was trying to use his missionary work as leverage to push for an overly aggressive valuation. 我告诉鲍勃我可以帮助他们,但前提是两个合伙人都希望我韦德体育官方网站. We parted after about 90 minutes of discussion, I told Bob to call me if I could further help.

在接下来的六个月里, 当这两个朋友谈话时,他们意识到两件事开始发生了, 首先,他们很少谈论生意, 他们好像把它当成了自动驾驶仪, 哪个开始影响商业结果,第二个呢, 他们意识到他们的谈话变得越来越尴尬, 双方都开始质疑对方的动机. 长达20年的双边关系濒临崩溃, 双方都聘请了法律顾问来帮助他们整理自己的选择, 应该是这样吗.

Though I had had no contact with Bob since that meeting at Panera several months earlier, he had apparently remembered that I talked about mediation as a way business partners could resolve dissolution issues. Bob mentioned the idea to Steve who was open to it (Steve hated the idea of this going to lawyers), so they readily agreed to split my fee in hopes I could help them resolve their valuation differences.

Over the course of six meetings (two with each individual and two with both in the room) we resolved a valuation and a structured payment method that allowed Steve to proceed with his missionary initiatives, 同时保证鲍勃拥有继续发展业务的营运资金.

Mediation is the ideal way to resolve disputes about business valuation or business transfer. 当事人上法庭了吗, 会有一个赢家和一个输家, the wonderful 20-year relationship borne over late night studying in business school would have surely blown up, 而如果合伙人的疏忽,公司的业务将会进一步受损.

今天, 鲍勃继续经营这家公司, 尽管经历了08-09年的经济衰退,经济增长有所放缓, 该业务继续产生强劲的现金流. Steve has pulled back a bit from his missionary initiatives in Honduras to help his daughter on the launch of her import distribution business. 鲍勃和史蒂夫不常见面, 但当他们这样做时,他们会嘲笑纳什维尔西区的美好时光, 还有一些他们喜欢的疯狂橄榄球之旅. 鲍勃已经开始考虑退休了, and he’s asked me to help him think through a strategy should he decide to put the business on the market.

结局好,一切都好, 但我经常想,如果我没有在招待会上遇到辛迪,会发生什么. 这些合伙人最终会提起解散诉讼吗? 二十年的友谊会破裂吗? Would all the warm memories of days gone by been blown up by allegations of unfairness and greed? 我很高兴我们永远不需要知道这些问题的答案.

下面两个选项卡更改下面的内容.

田纳西河谷集团

吉姆Cumbee established 田纳西河谷集团 to help business owners fulfill their dreams for life after business ownership. It’s a mission that his 30+ year career history had prepared him well for—in addition to being an attorney, 转换中介和业务代理, 吉姆是一个买家, 卖方, 和企业家. His broad range of experience gives him unique insight into how business buyers and 卖方s can achieve their goals.

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