April 20, 2024

You’re the Boss Blog: One Phone Call From Disaster

Creating Value

Are you getting the most out of your business?

One morning in May 2004, Steve Ciepiela, co-owner of a financial planning and wealth management firm, heard his phone ring while he was in his garage. It was the office manager. She told Mr. Ciepiela that his partner in the firm, Charles Stephens Company, had just had a brain aneurysm and was in critical condition. Within 24 hours, he had died.

It’s the kind of phone call no one wants to get, but it can be especially difficult for a partner in a small company. How is the company going to fulfill the promises made to its customers? Who is going to take over the responsibilities of the departed owner? How will the customers view the company now that one of the founders is gone?

These are all real questions that customers, employees and suppliers inevitably ask. If you don’t have good answers and haven’t done some disaster planning about what the company will do, there is a good chance your outcome will not be happy.

Fortunately Mr. Ciepiela and his partner had prepared. They took the advice that they had been giving clients for years.

First, they had a buy/sell agreement in place that spelled out what would happen if either of the partners died or became disabled. It also spelled out how the business would be valued, who would own the stock and how the stock would be bought from the estate of the deceased partner. Most importantly, they bought life insurance, which eventually provided the funds for Mr. Ciepiela to use in buying out his partner and re-organizing the business.

The agreement prevented Mr. Ciepiela from having to negotiate with his partner’s family. And it provided a clear framework that allowed him to avoid having to be in business with his partner’s spouse. Mr. Ciepiela and his partner had decided that they had gone into business with each other — and not with each other’s spouses — and they wanted to keep it that way. When disaster struck, this allowed Mr. Ciepiela to focus on the issues that would be critical to keeping the company running.

If you decide to set up such an agreement, you will want to have your accountant, attorney and financial adviser participate in helping craft one that’s right for you. If you have partners, such an agreement isn’t just important — it’s crucial. And it’s especially important if, as with a financial services company, the partners have adviser-based relationships with clients. Any time those relationships have to be transferred, especially under traumatic circumstances, the business is at risk.

Fortunately, Charles Stephens had standardized procedures and processes. When Mr. Ciepiela’s partner died, the clients didn’t have to learn a whole new style of service, because the systems and procedures were established and in place. There was no rush of customers to the doors. Ultimately, the real lesson here is the importance of branding your company and having systems in place so that clients are customers of the company and not of an individual.

Of course, problems did appear along the way. Mr. Ciepiela realized that he couldn’t do the work of two people. He spent much of the first year after his partner’s death reorganizing the company. He sold off parts that his partner had handled and that he didn’t feel were essential to the success of the company. That freed him to concentrate on the areas that he did consider essential.

One of the changes he made was to segment customers. He decided that he would deal with the largest and most profitable customers while his staff picked up the smaller ones. This model enforced discipline that hadn’t been in place previously. The new discipline required the firm to develop different service packages for different types of customers.

Not surprisingly, the business did suffer a decline in revenue after selling off parts of the company. But the restructuring helped it regain the lost revenue within two years. Mr. Ciepiela credits this rebound to focus, to learning how to say yes to the right customer and no to those who don’t fit.

Today, the company is highly successful, and Mr. Ciepiela is facing his next dilemma. What will happen to the firm after he decides to retire? He is 60, and it’s time for him to start thinking about the next generation of owners — a new and different dilemma than he faced when the phone rang in 2004.

What have you done to protect your business from disaster? Have you learned the lessons Mr. Ciepiela learned?

Josh Patrick is a founder and principal at Stage 2 Planning Partners, where he works with private business owners on creating personal and business value.

Article source: http://boss.blogs.nytimes.com/2013/02/21/one-phone-call-from-disaster/?partner=rss&emc=rss

Bucks Blog: Thursday Reading: Revised Rules for Depression Diagnoses

January 24

Thursday Reading: Revised Rules for Depression Diagnoses

Revised rules for depression diagnoses, Apple’s falling stock, tech tools for new parents and other consumer news from the last 24 hours in The Times and on our Web site.

Article source: http://bucks.blogs.nytimes.com/2013/01/24/thursday-reading-revised-rules-for-depression-diagnoses/?partner=rss&emc=rss

Bucks Blog: Your Reaction to the Talk of Tax Increases

Paul Sullivan writes in his Wealth Matters column this week about how all the ominous talk of tax increases as the nation seeks to resolve its fiscal problems is prompting some people to move quickly to take advantage of the current lower tax rates. But the financial advisers Paul spoke to warned investors that they may regret decisions made in haste, and done solely for tax reasons.

Have you been listening to all the tax talk and considering action? Have you already begun to sell appreciated stock, for instance, or to buy annuities to avoid a possible increase in the capital gains tax? Or are you just watching and doing nothing in the belief that there’s really nothing you can do to avoid higher taxes?

Tell us below about how you are reacting to all the talk of financial gloom and doom.

Article source: http://bucks.blogs.nytimes.com/2012/11/16/your-reaction-to-the-talk-of-tax-increases/?partner=rss&emc=rss

Bucks Blog: Defining Who Can Invest in Private Offerings

In the years before the financial crisis, private offerings of stock held much allure. They often offered outsize returns, but only to those who seemed to have the inside track.

But the great recession inflicted much damage to many of those offerings — defined as anything from real estate deals to hedge funds. While some of the investments in these offerings dropped significantly in value, there are still offerings that hold the prospect of large returns.

Paul Sullivan, in his Wealth Matters column this week, discusses the current guidelines for who can participate in private placements, the term the financial industry uses. The two most commonly used measures are annual income — over $200,000 for an individual and $300,000 for a couple — and net worth of at least $1 million.

But Mr. Sullivan talks to a number of lawyers and financial service professionals who argue that wealth should not be the sole criterion for these types of investments. Instead, they said, investors need to have a certain financial sophistication so they understand the risks of private placements.

The question for regulators, as he points out, is how do you define who is wealthy enough and financially sophisticated enough to invest in these offerings? Any suggestions?

Article source: http://feeds.nytimes.com/click.phdo?i=6c65af59a27b77420c4475a9a6e87f06

Business Briefing | ENERGY: Patriot Expects a Decline in Third-Quarter Output

The Patriot Coal Corporation expects its third-quarter production to fall by about 450,000 tons, mainly because of geological issues at two of its mines and the early closure of another mine. Production at the company’s Federal mine was down for more than six weeks, while difficult geology is expected to cut volumes from another. Stock in Patriot, based in St. Louis, fell $1.47, or 10 percent, to $12.86 a share.

Article source: http://feeds.nytimes.com/click.phdo?i=495b4dde5a26e09beba8b6fd53eb0ec7

Media Decoder Blog: Netflix Stock Falls After Change in Pricing

3:02 p.m. | Updated In wake of new prices that force some customers to pay more, greater numbers of people are canceling their Netflix subscriptions than the company expected.

The company on Thursday morning revised downward, incrementally, its subscriber estimates for the quarter of the year that ends in two weeks. It did not change its financial guidance for the quarter. Still, its stock dropped almost 15 percent in heavy trading when the market opened Thursday.

The revision reflects the negative reaction to Netflix’s decision, announced in July, to separate its DVD-by-mail service from its faster-growing Internet streaming service. Before, DVD-by-mail was a $2 add-on for some streaming subscribers; now, each service now costs $8.

Some subscribers were upset by what was effectively a price hike, and a subset of them have cancelled their Netflix accounts.

In July, the company said it expected that it would end the third quarter with 22 million subscribers to the streaming service, 12 million of whom would also opt for the DVD-by-mail service. It expected back then that 3 million would opt only for the DVD service.

Now, it’s expecting that just 2.2 million will opt only for DVDs, a drop of 800,000.

Netflix also anticipates a slight drop in streaming subscribers, to 21.8 million, a difference of 200,000 from the earlier estimate. It still expects 12 million of those streaming subscribers to also pay for DVD-by-mail, helping it to generate more revenue overall.

“Despite the guidance revision, we remain convinced that the splitting of our services was the right long-term strategic choice,” the company wrote in a letter to shareholders on Thursday.

Earlier this summer, Netflix’s chief executive, Reed Hastings, said he recognized that “we have to face those subscribers who are upset by the price hike this quarter.”

He said then that the price change would benefit Netflix in the fourth quarter and beyond, and that the company intended to spend the increased revenue on its streaming service, partly on research and development. “As our subscriber base continues to grow, we’re able to spend more on improving that service, both on the R. D. side and on the content availability side,” he said.

The revised estimates were the second serious blow to Netflix in September. At the beginning of the month, Starz, which supplies Sony and Disney films to the service, said it would stop doing so in February. The content from Starz helped to jump-start Netflix’s streaming service several years ago, but the two companies could not come to terms on a new contract, according to Starz.

Also this month, Netflix started new streaming services in Brazil, Mexico and many other Latin and South American countries. Previously the service was only available in the United States and Canada.

Anthony DiClemente of Barclays Capital said in an analysts’ note Thursday afternoon that both the revised expectations and the loss of Starz “adds to the risk and uncertainty surrounding Netflix” in the short-term.

But he noted that Netflix “remains among the best user experiences for watching video online” and credited the company for remaining “disciplined on costs” and pursuing international opportunities.

Article source: http://feeds.nytimes.com/click.phdo?i=19a28059e13d368bef12320099d6ecc7

Proxy Firm Goes Against Transatlantic-Allied Deal

Institutional Shareholder Services, the biggest proxy advisory firm, wrote in a report that Transatlantic shareholders could get more money, given higher competing bids from Validus Holdings and Berkshire Hathaway.

Transatlantic shareholders are scheduled to vote on the Allied deal on Sept. 20.

The Transatlantic-Allied deal has faced hurdles since it was announced in June. Late last month, Transatlantic’s biggest shareholder, Davis Selected Advisers, publicly opposed the Allied deal. Davis’s holdings represent 9.9 percent of Transatlantic’s voting shares.

I.S.S.’s report bolsters arguments by Validus, another insurance firm that is pursuing a $2.89 billion hostile bid for Transatlantic. Validus has argued that its stock-and-cash bid offers the most for Transatlantic shareholders, and contended that its target is improperly refusing to begin merger negotiations.

Validus has also said that it might offer a higher price if Transatlantic were to begin talks.

Transatlantic has also been talking with a unit of Berkshire Hathaway, which bid $52 a share, in hopes of securing a higher bid.

The value of both the Validus and Allied offers has steadily fallen since each was announced. As of Friday’s market close, Validus’s offer was worth $46.27 a share, while Allied’s was valued at $45.70 a share. Transatlantic’s stock closed at $48.83.

Transatlantic and Allied have argued that their merger makes the most sense, creating a firm that offers both reinsurance and specialty insurance like environmental liability policies.

A spokesman for Transatlantic said in a statement: “We are disappointed with the recommendation because a merger with Allied World would accelerate our ability to accomplish our strategic objectives.”

A spokesman for Allied declined to comment.

Article source: http://feeds.nytimes.com/click.phdo?i=485ec75bbc751a55911b2a2668864f2e

Business Briefing | Food: Campbell Soup’s Quarterly Income Tops Forecasts

The Campbell Soup Company reported higher-than-expected quarterly results on Friday. Campbell said net income fell to $100 million, or 31 cents a share, from $113 million, or 33 cents a share, a year earlier. Sales rose 6 percent to nearly $1.61 billion. Excluding revamping charges, earnings increased 30 percent to 43 cents a share, topping the 38 cents expected by analysts. Stock in Campbell, which is based in Camden, N.J., fell 40 cents, to $31.46 a share.

Article source: http://feeds.nytimes.com/click.phdo?i=3e5287e7a3af3540172487f6c4fbb56c

Business Briefing | EDUCATION: Enrollment Plunge for DeVry Sends Stock Lower

Opinion »

Why Aren’t Germans Protesting?

In Room for Debate, a discussion on how Europe’s debt will change life for German taxpayers.

Article source: http://feeds.nytimes.com/click.phdo?i=baa029a774744e338028da76cf95267d

DealBook: Berkshire Report Faults Sokol

David L. SokolNati Harnik/Associated Press David L. Sokol

Berkshire Hathaway said on Wednesday that its audit committee had determined that David L. Sokol, once considered a possible successor to the company’s chief executive, Warren E. Buffett, had violated the company’s standards of ethics in his purchases of shares of Lubrizol.

Mr. Sokol resigned in March after it emerged that he had personally bought $10 million worth of stock in Lubrizol shortly before bringing the company to Mr. Buffett’s attention. Berkshire later agreed to purchase Lubrizol for $9 billion, causing its shares to surge and increasing the value of Mr. Sokol’s holding by $3 million.

The audit committee found that Mr. Sokol’s conversations with Mr. Buffett and others at Berkshire Hathaway were “intended to deceive” and “its effect was to mislead.”

According to the report, Mr. Sokol’s purchases came to light as a result of a call from Citigroup:

On the morning of March 14, Berkshire Hathaway and Lubrizol announced the signing of the merger agreement. A Citi representative with whom Berkshire Hathaway did business congratulated Mr. Buffett on the merger agreement, and told Mr. Buffett that Citi’s investment bankers had brought Lubrizol to Mr. Sokol’s attention. This was the first time Mr. Buffett heard that investment bankers played any role in introducing Lubrizol to Mr. Sokol, and did not square with Mr. Sokol’s remark in January that he had come to know Lubrizol by owning the stock.

At Mr. Buffett’s request, Berkshire Hathaway C.F.O. Marc Hamburg phoned Mr. Sokol on March 15. Mr. Hamburg asked Mr. Sokol for the details of his Lubrizol stockholdings. Mr. Sokol provided the dates and amounts of his Lubrizol purchases. Mr. Hamburg also asked about Citi’s role in introducing Mr. Sokol to Lubrizol. Mr. Sokol answered that he thought he had called a banker he knew at Citi to get Mr. Hambrick’s phone number. When Mr. Hamburg commented that it sounded as if the banker must have exaggerated his role when he spoke with his colleagues, Mr. Sokol did not contradict him.

The report says Mr. Sokol’s response “fell short of the degree of candor required of a corporate fiduciary, and suggests his answer to Mr. Buffett’s earlier inquiry noted above was intended to deceive.”

The report says Mr. Sokol “voluntarily resigned” from all his Berkshire positions and that he would not receive any severance benefit as a result.

Here are some other highlights from the report:

On March 29, Mr. Buffett provided Mr. Sokol an opportunity to review for accuracy a draft Mr. Buffett had prepared of a press release announcing Mr. Sokol’s resignation and disclosing Mr. Sokol’s Lubrizol trades. At Mr. Sokol’s request, Mr. Buffett deleted from the release the one passage Mr. Sokol said was inaccurate: a passage that implied that Mr. Sokol had resigned because he must have known the Lubrizol trades would likely hurt his chances of being Mr. Buffett’s successor. Mr. Sokol told Mr. Buffett that he had not hoped to be Mr. Buffett’s successor, and was resigning for reasons unrelated to those trades. Except for that deletion, Mr. Sokol concurred in the accuracy of the press release. For example, Mr. Sokol left unchanged the statement that when Mr. Sokol made his purchases, he “did not know what Lubrizol’s reaction would be” if Mr. Buffett developed an interest in a transaction. Mr. Sokol also left unchanged Mr. Buffett’s statement that he had “held back nothing in this press release.”

The following is the Berkshire Hathaway audit committee’s report on Mr. Sokol and his purchase of Lubrizol. shares.

Berkshire Hathaway audit report

Article source: http://feeds.nytimes.com/click.phdo?i=250220d9aa66a12729f036d13519824d