October 14, 2025 • 22 mins
In this strategic episode, Brandon Woodward, Managing Partner of Woodward, Kelley, Fulton & Kaplan, shares legal insights for building wealth management teams. If you struggle with exit planning or asset protection, you won't want to miss it.
You will discover:
- Why a knowledgeable attorney maximizes stage 6 exit value
- How to reduce personal spending to boost business profit
- What external advisors align for seamless wealth transitions
This episode is ideal for for Founders, Owners, and CEOs in stage 6 of The Founder's Evolution. Not sure which stage you're in? Find out for free in less than 10 minutes at https://www.scalearchitects.com/founders/quiz
Brandon V. Woodward, Esq., has been an expert business attorney for over 25 years. Brandon has closed hundreds of millions of dollars of business acquisitions and is the current President of the Martin County Bar Association. In his career, he has earned the “AV-Preeminent” peer rating (top 7% nationwide) and taught business law at the university level for many years. He is passionate about business and aiding others in the success of their business(es).
Want to learn more about Brandon Woodward's work at Woodward, Kelley, Fulton & Kaplan? Check out his website and get a free copy of his Whitepaper at https://www.wkfklaw.com/
Mentioned in this episode:
Take the Founder's Evolution Quiz Today
If you’re a Founder, business owner, or CEO who feels overworked by the business you lead and underwhelmed by the results, you’re doing it wrong. Succeeding as a founder all comes down to doing the right one or two things right now. Take the quiz today at foundersquiz.com, and in just ten questions, you can figure out what stage you are in, so you can focus on what is going to work and say goodbye to everything else.
Mark as Played
Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Scott Ritzheimer (00:00):
Hello, hello and welcome. Welcome once again
(00:02):
to the start, scale and succeed.Podcast, the only podcast that
grows with you through all sevenstages of your journey. As a
founder, I'm your host, ScottRitzheimer, and today we've got
an incredible episode for allour stage six business owners
out there, for years, you'vehoned your ability to build your
leadership and executive teamsinside your business, but now,
(00:23):
as an owner, you need to be ableto build your team outside of
your business. This is yourwealth management team, and one
of your first picks should be aknowledgeable attorney. Now,
what does that mean? Well, youwant someone who understands not
only the business world and howit works, I'm sorry, business
law and how it works, but alsobusiness owners and how they
think and here to help usnavigate some of the biggest
(00:46):
opportunities and threats thatyou'll face at this stage is
attorney Brandon Woodward. Now.Brandon has been an expert in
business, an expert businessattorney, for over 25 years.
He's closed hundreds of millionsof dollars of business
acquisitions and is the currentpresident of the Martin County
Bar Association. In his career,he's earned the AV Preeminent
(01:07):
peer rating, that's the top 7%of attorneys nationwide. He's
also taught Business Law at theUniversity level for many years,
and he's passionate aboutbusiness and aiding others in
the success of their businesses.Well, Brandon, welcome to the
show. Excited to have you here.Absolutely. There's so much that
we can cover in the world ofbusiness law, but today, what I
(01:29):
really want to zero in is thisworld of late stage business
ownership. So we've got thisvery real challenge that comes
up of having time and money,right? Is it something we fight
for all our career, and then allof a sudden we have it and we
don't know what to do with it.It's a real challenge that folks
often get caught off guard by.And so what I see happen a lot
(01:50):
in this space is folks, businessowners, very successful, astute
businessmen and women, make somereally bad financial decisions.
So with over two decades ofexperience in this space, how do
you help your clients to thinkdifferently about their business
and their wealth at this stage?
Brandon Woodward (02:09):
That's a great question. Scott, it's when I get
them in my office. It's usuallybecause they are either starting
to think about an exit strategy,and usually the spark for that
comes from a wealth advisor, afinancial planner. Might be
their accountant, somebody likethat. Or, unfortunately, a lot
(02:31):
of times it comes from theirdoctor. And you know, they've
gone through, they've done verywell, but all of a sudden, you
know that little, that littletick, that little flutter, is
now something bigger, and theyrealize they either need to slow
down. They, you know, they don'twant to be at the office or at
the plant, at the at the shopevery day. A lot of pressures
come from internal in thefamily. You know, the spouse
(02:54):
doesn't want the business owner,you know, to go into work every
day. You've given 2010, 2030,years, you know of your blood,
sweat and tears to thisendeavor, you've achieved some
success. You've gotten somecreature comforts. At what point
do we say? Okay, let's startenjoying them. Let's think about
taking some, if not all, of ourchips off the table. And we were
(03:18):
chatting just a bit before,before air here. A lot of things
are out there. There. It's, Idon't know if anybody really
wants to go into business, to bea shoe manufacturer their whole
life. I certainly don't want tobe a lawyer my whole life, till
the with my last breath. No, Iwant to go see the Amalfi Coast.
I want to go, you know, take mykids. They're grown now, but,
(03:41):
you know, I've got to take somekids and take the family out and
do some cruising and things likethat. Really enjoy, you know,
some of the successes you have.It's a much, much bigger world
out there than going into theoffice every day. So that's when
they come and talk to me,generally, at the at the
suggestion of, you know, one oftheir other advisors.
Scott Ritzheimer (04:01):
yeah, and there's a hand. There's, like,
an infinite number of ways toget some of the chips off the
table, but there's a few I wantto dive into, because I seem to
bump into them a lot with folkswho listen to this show and
folks that I work with directly.And one is the inside deal, if
you will. Right? There's theheir apparent, maybe not
(04:22):
related. We'll get the familystuff here in a little bit. But
that trusty right hand man orwoman who's been with you all
those years, who wants to buythe company from you. Where does
that go right? Where does thatgo wrong? How should a business
owner think about the nextgeneration of leadership in an
environment like that?
Brandon Woodward (04:39):
The One of the problems with the key man is the
kind of phrase we use for thatyou've got a trusty right hand
man woman, and that's a keyemployee that knows the business
inside and out. Is the problemis they don't have enough money
to do it. And well, okay, how dowe get them to have enough money
to buy out the company, to buyout the owner of the company? At
(05:00):
the actual value, or even closeto it, setting up for seller
financing. That is okay, thisperson is going to buy you out
over five years or 10 years outof the profits the company
already has. Well, that doesn'tmake a lot of sense, because why
would you do that? I mean, thecompany's making money. The
money be yours anyway. You'rebuying yourself out with your
(05:20):
own money now. And by the way,if it doesn't work and the key
man and key employee does notrun it as well as you did,
there's nothing for you to getback, right? There is no funds.
The company will founder, andyou're kind of done, however
talented that right hand personis the solution to the key man
problem is some is start workingwith that person to find them a
(05:42):
source of income, or find them asource of funding, not yours.
And that is SBA lending, that isconventional lending, that is
maybe in three to five yearsprior to a takeover. Start
increasing benefits to that orbonuses to that person, saying,
Okay, your bonus this year is25,000 your bonus is $100,000
(06:05):
I'm not giving it to you. I'mkeeping it, but I'm giving you
5% of equity of the company, arolling, slow takeover. Again,
that that's not a greatsolution. That does take
documentation, usually drawn upby an attorney, you know, and
some real stick with this, stickwith itness to get it done. The
(06:25):
easiest and cleanest way is tomake it a cash sale. And the
thing that makes lending popularis the success in the balance
sheet of the business. So youare helping that key employee
borrow the money to pay you andbuy you out by having a well run
low debt, if any debt, sort ofbusiness. And I mean, that's how
we get we suggest we start doingthings for a key employee that
(06:49):
just doesn't have a rich uncleto hand them. The value of your
company.
Scott Ritzheimer (06:53):
Yeah, yeah, it's so true. There's a another
approach, if you will, which Isee a lot, and that is
succession within the family.One of the things that tends to
complicate that, as you knowbetter than I do, is other
family members and how all ofthat works. So you have the
daughter who's very active, andyou've got the three sons who
(07:14):
are surfing or whatever they do,I don't know, but how do you
help? How do you help owners tonavigate that space, especially
when family members areinvolved.
Brandon Woodward (07:25):
I think the the the the trick to that one
is, is to have a slightlyuncomfortable conversation. But
even before you do that, go talkto a very, very good estate and
trust attorney, an attorneythat's going to help you put
your legacy. I don't use thatword very often, but your your
final wish is, what is it allgoing to look like on the other
(07:46):
side of the great beyond? Okay,daughter got the business. The
three sons are going to bepretty well. We got nothing. Is
there a way to true it up, oneway or the other, such that, you
know, the business you know,writes a loan. You know, writes
(08:06):
some lending document to each ofthe sons, so they do not get any
sort of management control, butthey still share in the proceeds
of the company up to a certainpoint, at which point the
company now belongs to thedaughter and but they have
gotten equivalent value that isabsolutely a joint endeavor
between your wills trust andestate attorney and a business
(08:29):
attorney, because the businessattorney doesn't write the will
or the trust, and the state andtrust attorney should not be
writing any sort of successionplan documents. So it's a joint
endeavor, and we do it quiteoften.
Scott Ritzheimer (08:40):
I'd be remiss at not bringing this up, because
likely the most common approach,but selling outside of the
business, sometimes there's apretty big emotional toll on
that. There's a feeling ofsafety in your key man taking
over for you or a family member,carrying on the legacy, to use
the word that you just shared.Sometimes it can be hard for
(09:02):
founders to let it go to thewild unknown. How do you help
them process through that typeof a decision?
Brandon Woodward (09:10):
If there's a key man, and the key man is
either unwilling or unable totake it over, you got to have a
good conversation with that keyman, saying that I have to you.
Do have to look out for numberone at this point, you didn't
adopt your employees. You theymay feel like family, but at the
end of the day, they're not. Thelogo for my law firm is a shark.
(09:30):
So anything I say that soundsjust a little bit edgy or a
little sharp, it comes from avery, very black and white
numbers business sort ofmindset, not being hard. But the
bottom line is, if a key mancan't afford it or doesn't want
it, then it absolutely has to goto a you know, outside of the
company, Business Brokers existout there in the world for a
reason. I like a few of them. Idon't like most of them because
(09:55):
I don't think they have I thinkthey are salesy and sometimes
slick. But if you can get. Getinvolved with or close to a
business broker that hasexperience in your industry.
There's an entire company thatall they do is buy and sell
veterinary practices, fromretiring vets to new veterinary
new veterinarians right out ofschool, and they even have the
(10:16):
financing to do it. It's aphenomenal and so those exist in
almost every industry, area,manufacturing, professional,
podiatry, I don't care. It's outthere and you work with a
broker. A broker gets a piece.They get paid for this, but then
the sale happens, and it'susually cash, and that does make
it go, takes your company andout of your hands, and then, you
(10:41):
know, puts cash in your pocket.Yeah, with family, like I said,
if the family doesn't want to dothis, let's say there's, there's
no daughter, it's just allsurfers in it. That's like, Hey,
I'm selling the company. I havea private equity that wants to
take it over. The company isgoing to, they're going to
install some manager to keep mypest control company running
(11:01):
they just care about the book ofbusiness. It's Insurance Agency.
Insurance agencies don'tactually need an owner at the
top. They just need peoplerunning it. We're all going to
make X, you know, seven figures,hopefully multiple, seven
figures, maybe eight, and we allget to retire together. Yeah. I
mean, that's a great story totell the kids.
Scott Ritzheimer (11:21):
Yeah, for sure, that's awesome. There's
another thing that's happeningat this stage, and kind of going
back to our intro a little bit,but one of the transformations I
see folks make successfully hereis going from being a business
owner to an investor, right? Andhaving an investor mindset in
(11:42):
terms of either how they deploycapital after a sale, how they
invest their time into otherinto family, or into other
pursuits, and they there's thismindset shift that has to happen
from like my business to myenterprise, if you will. Have
you seen that happen? And how doyou see business owners,
(12:03):
particularly approaching thespace of mergers and
acquisitions.
Brandon Woodward (12:06):
A couple things, a lot of times in the
physicians practice, if thephysician is younger, a lot of
times that physician will begiven an executive position
somewhere upstream in thecompany, either to find other
businesses, or as a floatingphysician amongst, you know, all
the, you know, a dozen practiceareas. They don't have to run
(12:27):
it. They can call their own.They work the days they want on
a per diem, so that keeps theirhand in the practice or in the
what they like to do. And a lotof guys, men and women find, you
know, some satisfaction and joyin that if they are simply
selling out, then it'sretirement like any other. And
then, while I'm not the bestadvisor for that, that's a
(12:49):
financial planner. You know,it's like, okay, did you always
want to go see Spain? Can now goyou know? Now what's interesting
is, is when I get husbands andwives, and I'm not being sexist
at all, but husbands,particularly in manufacturing or
or one of the serviceindustries, air conditioning,
pest control, you pick it. Theywant to go down to the shop.
(13:10):
They want to smoke cigarettes inthe shop, disperse the crew, the
roofing crews are all going togo out and he's going to kind of
putter around and do someinventory. But it's the, it's
the hard working wife or spouse.Again, I'm not being sexist one
way or the other, but she's beenHR for all these years. She has
been, you know, doing the books,arranging for a line of credit
when you know the covid happenedand we couldn't afford anything,
(13:34):
all these things happen outthere. So that's why you want to
make sure that you know it'stime to go. And when it is time
to go, you're kind of ready forit. Nothing lasts forever. It's
just you want to be out of yourbusiness, you know, with, you
know, with your health, yourwealth, you know, and your mind
all intact. And I do advisethem, money now is way better
(13:58):
than money later. Well, I'lljust run it for another couple
years. Maybe the market getsbetter, or I'm just close to
getting that next big governmentcontract, and I'm like, what if
it doesn't happen? You canpursue two tracks. Every I tell
folks be be for sale all thetime. At some point somebody
wants it more, wants to run itmore than you do.
Scott Ritzheimer (14:18):
Yeah, yeah. It's so true. It's so true.
Well, Brandon, there's thisquestion that I have asked all
my guests. I'm interested to seewhat you'd have to say, but in
the context of everything we'vetalked about here today, what
would you say is the biggestsecret that you wish wasn't a
secret at all? What's that onething you wish everybody
watching or listening todayknew?
Brandon Woodward (14:38):
The one thing I wish wasn't a secret. We
touched on it briefly, as youdon't have as much time as you
think you do. And again, itsounds like I'm wearing the
black hat. I'm certainly notdeath incarnate. But at the same
time, like I said, You do notknow what tomorrow is going to
bring. Like I said, be for saleall the time. Be always looking
for your way out. Out. A friendof mine always said, The ride's
(15:02):
always a little smoother whenyou know where the emergency
exit is. And that's true. Theother thing is that you're not
alone in all of this. You have,and you mentioned that your
executive team, you know, bythis stage of your business, you
should have a bookkeeper, andprobably now a CPA, if your CPA
is also functioning as your CFOto say, Okay, we're going to buy
(15:24):
some more x we're going to getrid of some vehicles. We're
going to have some we're goingto have new equipment. We're
going to renew all of ourgovernment contracts on long
term contracts. We're going toown real estate versus rent real
estate. We're going to rent realestate. We're going to do it on
a long term lease. All of thoseposition yourself for sale, and
that's what you know. If you'rejust focused on just grinding
(15:47):
every day and hustle and thestruggle, I hope you pass that.
But you're not alone. You leanon that team you've developed.
Add, you know, add a,essentially, maybe a business
broker, that contract, CFfractional, CFO business lawyer,
and then absolutely yourfinancial planner. And those are
(16:07):
the ones that are like, Okay,what is it going to look like
four years from now, three yearsfrom now, two years from now,
now, and start with the goal,five years from now. What does
it look like okay, to be there.What do you have to do in two
years? To be there in two years.What do you have to do now? And
that really, if that exercisedoesn't crystallize what you
should be doing at your deskevery single day, I don't know
(16:27):
what does.
Scott Ritzheimer (16:28):
Yeah, there's probably some folks listening
who are like, yes, absolutelystill don't know what that next
step is, but you have a whitepaper that you've made
available. What is it? And wherecan folks find it?
Brandon Woodward (16:38):
Sure it's at the end of my website, which is
wkfklaw.com. Whiskey kilo,Foxtrot kilo, l, a, w.com, and
we wrote it for the folks thatare, you know, thinking about
selling a closely held business,a family business, whether it's
a physician, single owned momand dad, a couple of brothers,
(16:59):
maybe it's Mom, Dad and son,things like the you know what
we've kind of talked about, it'sthe team you want to have around
you, and the steps you want totake in the two, if not three,
years prior to even thinkingabout exiting. There are things
you want us do to reallyposition yourself financially,
to get the highest number, getthe largest market value for
(17:20):
your company, and then addresssome of these other issues we've
talked about. I tell you thenumber one thing is, is stop
putting expenses through yourbusiness. And when you're an S
corp, everybody loves this rightoff the bat. You need to stop
doing that three years out,because we want to blow up that
profit line. I don't care howyou measure profit, EBITDA,
(17:41):
anything, but how you want tomake that very, very large and
then take that and then, yes,you'll be paying some taxes on
it. But from the outsider, whenI look at a set of financials, I
see growing very largeprofitability. I will buy
profit. I'm not going to buy thefact that you have two of your
kids working as billers, orthey're they got no show jobs.
(18:03):
The spouse, again, I'm going topick on husbands. You know that
the husband is slapping theAmerican Express down at Costco,
you know, for $500 every otherweek, the boat, the vehicles,
the trips. Look, you've donethat for a long time. It worked.
That's tax efficient. Now I needyou to not do that for a couple
of years. So that way, yourprofit goes from 100,000 or
(18:27):
500,000 to 700,000 to 900,000because most industries, and if
you talk to a broker or somebodylike me, you're gonna get a
multiple of that. I would like amultiple of 700,000 versus a
multiple of 300,000 every singleday, that multiplier is 234,
medical practices are gettingeight, nine and 10. Yeah, 10
(18:48):
times that. That's real money,and it's a very hard thing for
people to see that. Hey, I needto throttle back on living in
the business. Hey, look, we doit here at my law firm. Each
firm, each partner has our ownlittle fund of things, but our
law firm isn't for sale. Yeah,same time your your listeners,
(19:08):
businesses generally should be.Don't do that. My white paper
gets into that a little bit, butalso talks about, have an
attorney, have a book, have aCPA, a business broker, if, if
you want to have thatconversation, and all three of
us will tell you exactly thatsame that same point.
Scott Ritzheimer (19:24):
Yeah, fantastic, fantastic. Well, on
that note. Brandon, thank you somuch for being on the show.
Really a privilege and honorhaving here just great advice
and wisdom in each of yourresponses. I appreciate it. And
those of you watching andlistening, you know your time
and attention mean the world tous, I hope you got as much out
of this conversation as I know Idid, and I cannot wait to see
you next time. Take care.
Hello, hello and welcome. Welcome once again
(00:02):
to the start, scale and succeed.Podcast, the only podcast that
grows with you through all sevenstages of your journey. As a
founder, I'm your host, ScottRitzheimer, and today we've got
an incredible episode for allour stage six business owners
out there, for years, you'vehoned your ability to build your
leadership and executive teamsinside your business, but now,
(00:23):
as an owner, you need to be ableto build your team outside of
your business. This is yourwealth management team, and one
of your first picks should be aknowledgeable attorney. Now,
what does that mean? Well, youwant someone who understands not
only the business world and howit works, I'm sorry, business
law and how it works, but alsobusiness owners and how they
think and here to help usnavigate some of the biggest
(00:46):
opportunities and threats thatyou'll face at this stage is
attorney Brandon Woodward. Now.Brandon has been an expert in
business, an expert businessattorney, for over 25 years.
He's closed hundreds of millionsof dollars of business
acquisitions and is the currentpresident of the Martin County
Bar Association. In his career,he's earned the AV Preeminent
(01:07):
peer rating, that's the top 7%of attorneys nationwide. He's
also taught Business Law at theUniversity level for many years,
and he's passionate aboutbusiness and aiding others in
the success of their businesses.Well, Brandon, welcome to the
show. Excited to have you here.Absolutely. There's so much that
we can cover in the world ofbusiness law, but today, what I
(01:29):
really want to zero in is thisworld of late stage business
ownership. So we've got thisvery real challenge that comes
up of having time and money,right? Is it something we fight
for all our career, and then allof a sudden we have it and we
don't know what to do with it.It's a real challenge that folks
often get caught off guard by.And so what I see happen a lot
(01:50):
in this space is folks, businessowners, very successful, astute
businessmen and women, make somereally bad financial decisions.
So with over two decades ofexperience in this space, how do
you help your clients to thinkdifferently about their business
and their wealth at this stage?
Brandon Woodward (02:09):
That's a great question. Scott, it's when I get
them in my office. It's usuallybecause they are either starting
to think about an exit strategy,and usually the spark for that
comes from a wealth advisor, afinancial planner. Might be
their accountant, somebody likethat. Or, unfortunately, a lot
(02:31):
of times it comes from theirdoctor. And you know, they've
gone through, they've done verywell, but all of a sudden, you
know that little, that littletick, that little flutter, is
now something bigger, and theyrealize they either need to slow
down. They, you know, they don'twant to be at the office or at
the plant, at the at the shopevery day. A lot of pressures
come from internal in thefamily. You know, the spouse
(02:54):
doesn't want the business owner,you know, to go into work every
day. You've given 2010, 2030,years, you know of your blood,
sweat and tears to thisendeavor, you've achieved some
success. You've gotten somecreature comforts. At what point
do we say? Okay, let's startenjoying them. Let's think about
taking some, if not all, of ourchips off the table. And we were
(03:18):
chatting just a bit before,before air here. A lot of things
are out there. There. It's, Idon't know if anybody really
wants to go into business, to bea shoe manufacturer their whole
life. I certainly don't want tobe a lawyer my whole life, till
the with my last breath. No, Iwant to go see the Amalfi Coast.
I want to go, you know, take mykids. They're grown now, but,
(03:41):
you know, I've got to take somekids and take the family out and
do some cruising and things likethat. Really enjoy, you know,
some of the successes you have.It's a much, much bigger world
out there than going into theoffice every day. So that's when
they come and talk to me,generally, at the at the
suggestion of, you know, one oftheir other advisors.
Scott Ritzheimer (04:01):
yeah, and there's a hand. There's, like,
an infinite number of ways toget some of the chips off the
table, but there's a few I wantto dive into, because I seem to
bump into them a lot with folkswho listen to this show and
folks that I work with directly.And one is the inside deal, if
you will. Right? There's theheir apparent, maybe not
(04:22):
related. We'll get the familystuff here in a little bit. But
that trusty right hand man orwoman who's been with you all
those years, who wants to buythe company from you. Where does
that go right? Where does thatgo wrong? How should a business
owner think about the nextgeneration of leadership in an
environment like that?
Brandon Woodward (04:39):
The One of the problems with the key man is the
kind of phrase we use for thatyou've got a trusty right hand
man woman, and that's a keyemployee that knows the business
inside and out. Is the problemis they don't have enough money
to do it. And well, okay, how dowe get them to have enough money
to buy out the company, to buyout the owner of the company? At
(05:00):
the actual value, or even closeto it, setting up for seller
financing. That is okay, thisperson is going to buy you out
over five years or 10 years outof the profits the company
already has. Well, that doesn'tmake a lot of sense, because why
would you do that? I mean, thecompany's making money. The
money be yours anyway. You'rebuying yourself out with your
(05:20):
own money now. And by the way,if it doesn't work and the key
man and key employee does notrun it as well as you did,
there's nothing for you to getback, right? There is no funds.
The company will founder, andyou're kind of done, however
talented that right hand personis the solution to the key man
problem is some is start workingwith that person to find them a
(05:42):
source of income, or find them asource of funding, not yours.
And that is SBA lending, that isconventional lending, that is
maybe in three to five yearsprior to a takeover. Start
increasing benefits to that orbonuses to that person, saying,
Okay, your bonus this year is25,000 your bonus is $100,000
(06:05):
I'm not giving it to you. I'mkeeping it, but I'm giving you
5% of equity of the company, arolling, slow takeover. Again,
that that's not a greatsolution. That does take
documentation, usually drawn upby an attorney, you know, and
some real stick with this, stickwith itness to get it done. The
(06:25):
easiest and cleanest way is tomake it a cash sale. And the
thing that makes lending popularis the success in the balance
sheet of the business. So youare helping that key employee
borrow the money to pay you andbuy you out by having a well run
low debt, if any debt, sort ofbusiness. And I mean, that's how
we get we suggest we start doingthings for a key employee that
(06:49):
just doesn't have a rich uncleto hand them. The value of your
company.
Scott Ritzheimer (06:53):
Yeah, yeah, it's so true. There's a another
approach, if you will, which Isee a lot, and that is
succession within the family.One of the things that tends to
complicate that, as you knowbetter than I do, is other
family members and how all ofthat works. So you have the
daughter who's very active, andyou've got the three sons who
(07:14):
are surfing or whatever they do,I don't know, but how do you
help? How do you help owners tonavigate that space, especially
when family members areinvolved.
Brandon Woodward (07:25):
I think the the the the trick to that one
is, is to have a slightlyuncomfortable conversation. But
even before you do that, go talkto a very, very good estate and
trust attorney, an attorneythat's going to help you put
your legacy. I don't use thatword very often, but your your
final wish is, what is it allgoing to look like on the other
(07:46):
side of the great beyond? Okay,daughter got the business. The
three sons are going to bepretty well. We got nothing. Is
there a way to true it up, oneway or the other, such that, you
know, the business you know,writes a loan. You know, writes
(08:06):
some lending document to each ofthe sons, so they do not get any
sort of management control, butthey still share in the proceeds
of the company up to a certainpoint, at which point the
company now belongs to thedaughter and but they have
gotten equivalent value that isabsolutely a joint endeavor
between your wills trust andestate attorney and a business
(08:29):
attorney, because the businessattorney doesn't write the will
or the trust, and the state andtrust attorney should not be
writing any sort of successionplan documents. So it's a joint
endeavor, and we do it quiteoften.
Scott Ritzheimer (08:40):
I'd be remiss at not bringing this up, because
likely the most common approach,but selling outside of the
business, sometimes there's apretty big emotional toll on
that. There's a feeling ofsafety in your key man taking
over for you or a family member,carrying on the legacy, to use
the word that you just shared.Sometimes it can be hard for
(09:02):
founders to let it go to thewild unknown. How do you help
them process through that typeof a decision?
Brandon Woodward (09:10):
If there's a key man, and the key man is
either unwilling or unable totake it over, you got to have a
good conversation with that keyman, saying that I have to you.
Do have to look out for numberone at this point, you didn't
adopt your employees. You theymay feel like family, but at the
end of the day, they're not. Thelogo for my law firm is a shark.
(09:30):
So anything I say that soundsjust a little bit edgy or a
little sharp, it comes from avery, very black and white
numbers business sort ofmindset, not being hard. But the
bottom line is, if a key mancan't afford it or doesn't want
it, then it absolutely has to goto a you know, outside of the
company, Business Brokers existout there in the world for a
reason. I like a few of them. Idon't like most of them because
(09:55):
I don't think they have I thinkthey are salesy and sometimes
slick. But if you can get. Getinvolved with or close to a
business broker that hasexperience in your industry.
There's an entire company thatall they do is buy and sell
veterinary practices, fromretiring vets to new veterinary
new veterinarians right out ofschool, and they even have the
(10:16):
financing to do it. It's aphenomenal and so those exist in
almost every industry, area,manufacturing, professional,
podiatry, I don't care. It's outthere and you work with a
broker. A broker gets a piece.They get paid for this, but then
the sale happens, and it'susually cash, and that does make
it go, takes your company andout of your hands, and then, you
(10:41):
know, puts cash in your pocket.Yeah, with family, like I said,
if the family doesn't want to dothis, let's say there's, there's
no daughter, it's just allsurfers in it. That's like, Hey,
I'm selling the company. I havea private equity that wants to
take it over. The company isgoing to, they're going to
install some manager to keep mypest control company running
(11:01):
they just care about the book ofbusiness. It's Insurance Agency.
Insurance agencies don'tactually need an owner at the
top. They just need peoplerunning it. We're all going to
make X, you know, seven figures,hopefully multiple, seven
figures, maybe eight, and we allget to retire together. Yeah. I
mean, that's a great story totell the kids.
Scott Ritzheimer (11:21):
Yeah, for sure, that's awesome. There's
another thing that's happeningat this stage, and kind of going
back to our intro a little bit,but one of the transformations I
see folks make successfully hereis going from being a business
owner to an investor, right? Andhaving an investor mindset in
(11:42):
terms of either how they deploycapital after a sale, how they
invest their time into otherinto family, or into other
pursuits, and they there's thismindset shift that has to happen
from like my business to myenterprise, if you will. Have
you seen that happen? And how doyou see business owners,
(12:03):
particularly approaching thespace of mergers and
acquisitions.
Brandon Woodward (12:06):
A couple things, a lot of times in the
physicians practice, if thephysician is younger, a lot of
times that physician will begiven an executive position
somewhere upstream in thecompany, either to find other
businesses, or as a floatingphysician amongst, you know, all
the, you know, a dozen practiceareas. They don't have to run
(12:27):
it. They can call their own.They work the days they want on
a per diem, so that keeps theirhand in the practice or in the
what they like to do. And a lotof guys, men and women find, you
know, some satisfaction and joyin that if they are simply
selling out, then it'sretirement like any other. And
then, while I'm not the bestadvisor for that, that's a
(12:49):
financial planner. You know,it's like, okay, did you always
want to go see Spain? Can now goyou know? Now what's interesting
is, is when I get husbands andwives, and I'm not being sexist
at all, but husbands,particularly in manufacturing or
or one of the serviceindustries, air conditioning,
pest control, you pick it. Theywant to go down to the shop.
(13:10):
They want to smoke cigarettes inthe shop, disperse the crew, the
roofing crews are all going togo out and he's going to kind of
putter around and do someinventory. But it's the, it's
the hard working wife or spouse.Again, I'm not being sexist one
way or the other, but she's beenHR for all these years. She has
been, you know, doing the books,arranging for a line of credit
when you know the covid happenedand we couldn't afford anything,
(13:34):
all these things happen outthere. So that's why you want to
make sure that you know it'stime to go. And when it is time
to go, you're kind of ready forit. Nothing lasts forever. It's
just you want to be out of yourbusiness, you know, with, you
know, with your health, yourwealth, you know, and your mind
all intact. And I do advisethem, money now is way better
(13:58):
than money later. Well, I'lljust run it for another couple
years. Maybe the market getsbetter, or I'm just close to
getting that next big governmentcontract, and I'm like, what if
it doesn't happen? You canpursue two tracks. Every I tell
folks be be for sale all thetime. At some point somebody
wants it more, wants to run itmore than you do.
Scott Ritzheimer (14:18):
Yeah, yeah. It's so true. It's so true.
Well, Brandon, there's thisquestion that I have asked all
my guests. I'm interested to seewhat you'd have to say, but in
the context of everything we'vetalked about here today, what
would you say is the biggestsecret that you wish wasn't a
secret at all? What's that onething you wish everybody
watching or listening todayknew?
Brandon Woodward (14:38):
The one thing I wish wasn't a secret. We
touched on it briefly, as youdon't have as much time as you
think you do. And again, itsounds like I'm wearing the
black hat. I'm certainly notdeath incarnate. But at the same
time, like I said, You do notknow what tomorrow is going to
bring. Like I said, be for saleall the time. Be always looking
for your way out. Out. A friendof mine always said, The ride's
(15:02):
always a little smoother whenyou know where the emergency
exit is. And that's true. Theother thing is that you're not
alone in all of this. You have,and you mentioned that your
executive team, you know, bythis stage of your business, you
should have a bookkeeper, andprobably now a CPA, if your CPA
is also functioning as your CFOto say, Okay, we're going to buy
(15:24):
some more x we're going to getrid of some vehicles. We're
going to have some we're goingto have new equipment. We're
going to renew all of ourgovernment contracts on long
term contracts. We're going toown real estate versus rent real
estate. We're going to rent realestate. We're going to do it on
a long term lease. All of thoseposition yourself for sale, and
that's what you know. If you'rejust focused on just grinding
(15:47):
every day and hustle and thestruggle, I hope you pass that.
But you're not alone. You leanon that team you've developed.
Add, you know, add a,essentially, maybe a business
broker, that contract, CFfractional, CFO business lawyer,
and then absolutely yourfinancial planner. And those are
(16:07):
the ones that are like, Okay,what is it going to look like
four years from now, three yearsfrom now, two years from now,
now, and start with the goal,five years from now. What does
it look like okay, to be there.What do you have to do in two
years? To be there in two years.What do you have to do now? And
that really, if that exercisedoesn't crystallize what you
should be doing at your deskevery single day, I don't know
(16:27):
what does.
Scott Ritzheimer (16:28):
Yeah, there's probably some folks listening
who are like, yes, absolutelystill don't know what that next
step is, but you have a whitepaper that you've made
available. What is it? And wherecan folks find it?
Brandon Woodward (16:38):
Sure it's at the end of my website, which is
wkfklaw.com. Whiskey kilo,Foxtrot kilo, l, a, w.com, and
we wrote it for the folks thatare, you know, thinking about
selling a closely held business,a family business, whether it's
a physician, single owned momand dad, a couple of brothers,
(16:59):
maybe it's Mom, Dad and son,things like the you know what
we've kind of talked about, it'sthe team you want to have around
you, and the steps you want totake in the two, if not three,
years prior to even thinkingabout exiting. There are things
you want us do to reallyposition yourself financially,
to get the highest number, getthe largest market value for
(17:20):
your company, and then addresssome of these other issues we've
talked about. I tell you thenumber one thing is, is stop
putting expenses through yourbusiness. And when you're an S
corp, everybody loves this rightoff the bat. You need to stop
doing that three years out,because we want to blow up that
profit line. I don't care howyou measure profit, EBITDA,
(17:41):
anything, but how you want tomake that very, very large and
then take that and then, yes,you'll be paying some taxes on
it. But from the outsider, whenI look at a set of financials, I
see growing very largeprofitability. I will buy
profit. I'm not going to buy thefact that you have two of your
kids working as billers, orthey're they got no show jobs.
(18:03):
The spouse, again, I'm going topick on husbands. You know that
the husband is slapping theAmerican Express down at Costco,
you know, for $500 every otherweek, the boat, the vehicles,
the trips. Look, you've donethat for a long time. It worked.
That's tax efficient. Now I needyou to not do that for a couple
of years. So that way, yourprofit goes from 100,000 or
(18:27):
500,000 to 700,000 to 900,000because most industries, and if
you talk to a broker or somebodylike me, you're gonna get a
multiple of that. I would like amultiple of 700,000 versus a
multiple of 300,000 every singleday, that multiplier is 234,
medical practices are gettingeight, nine and 10. Yeah, 10
(18:48):
times that. That's real money,and it's a very hard thing for
people to see that. Hey, I needto throttle back on living in
the business. Hey, look, we doit here at my law firm. Each
firm, each partner has our ownlittle fund of things, but our
law firm isn't for sale. Yeah,same time your your listeners,
(19:08):
businesses generally should be.Don't do that. My white paper
gets into that a little bit, butalso talks about, have an
attorney, have a book, have aCPA, a business broker, if, if
you want to have thatconversation, and all three of
us will tell you exactly thatsame that same point.
Scott Ritzheimer (19:24):
Yeah, fantastic, fantastic. Well, on
that note. Brandon, thank you somuch for being on the show.
Really a privilege and honorhaving here just great advice
and wisdom in each of yourresponses. I appreciate it. And
those of you watching andlistening, you know your time
and attention mean the world tous, I hope you got as much out
of this conversation as I know Idid, and I cannot wait to see
you next time. Take care.
Popular Podcasts
On Purpose with Jay Shetty
I’m Jay Shetty host of On Purpose the worlds #1 Mental Health podcast and I’m so grateful you found us. I started this podcast 5 years ago to invite you into conversations and workshops that are designed to help make you happier, healthier and more healed. I believe that when you (yes you) feel seen, heard and understood you’re able to deal with relationship struggles, work challenges and life’s ups and downs with more ease and grace. I interview experts, celebrities, thought leaders and athletes so that we can grow our mindset, build better habits and uncover a side of them we’ve never seen before. New episodes every Monday and Friday. Your support means the world to me and I don’t take it for granted — click the follow button and leave a review to help us spread the love with On Purpose. I can’t wait for you to listen to your first or 500th episode!
Ruthie's Table 4
For more than 30 years The River Cafe in London, has been the home-from-home of artists, architects, designers, actors, collectors, writers, activists, and politicians. Michael Caine, Glenn Close, JJ Abrams, Steve McQueen, Victoria and David Beckham, and Lily Allen, are just some of the people who love to call The River Cafe home. On River Cafe Table 4, Rogers sits down with her customers—who have become friends—to talk about food memories. Table 4 explores how food impacts every aspect of our lives. “Foods is politics, food is cultural, food is how you express love, food is about your heritage, it defines who you and who you want to be,” says Rogers. Each week, Rogers invites her guest to reminisce about family suppers and first dates, what they cook, how they eat when performing, the restaurants they choose, and what food they seek when they need comfort. And to punctuate each episode of Table 4, guests such as Ralph Fiennes, Emily Blunt, and Alfonso Cuarón, read their favourite recipe from one of the best-selling River Cafe cookbooks. Table 4 itself, is situated near The River Cafe’s open kitchen, close to the bright pink wood-fired oven and next to the glossy yellow pass, where Ruthie oversees the restaurant. You are invited to take a seat at this intimate table and join the conversation. For more information, recipes, and ingredients, go to https://shoptherivercafe.co.uk/ Web: https://rivercafe.co.uk/ Instagram: www.instagram.com/therivercafelondon/ Facebook: https://en-gb.facebook.com/therivercafelondon/ For more podcasts from iHeartRadio, visit the iheartradio app, apple podcasts, or wherever you listen to your favorite shows. Learn more about your ad-choices at https://www.iheartpodcastnetwork.com
The Joe Rogan Experience
The official podcast of comedian Joe Rogan.