Advancing owner and advisor business value and transition insight

Does Corporate Governance Impact Business Value Growth and Transition Success?

Does Corporate Governance Impact Business Value Growth and Transition Success?

How Necessary is Good Corporate Governance to Business Value Growth and Business Transition Success?

Answer: Very necessary! It is not a stretch to suggest that for privately-held companies it is a fair generalization to suggest that business value growth and business transition success on the one hand, and corporate governance on the other, are interdependent. Further, at any given point in time assessing the veracity of a company’s corporate governance is fundamental to developing either its notional value or negotiating an open market price for all of its outstanding shares.

Commentary:  We live in a business and social environment evermore influenced by continual transitioning globalization factors, central bank policies, government-related business and societal uncertainties, ongoing technological advances, and ongoing business combinations activity. It follows that Implementation and ongoing compliance with superior corporate governance practices are increasingly important to promote ongoing viability, value growth and successful ownership transition in individual private companies. See related blog posts Business Transition – General: The Right Overview Question and Recession Impact by Industry and Business is a ‘Right Question’! .

Why a Chrysalis -> Butterfly image?

Question:  Why a chrysalis -> butterfly image as a lead-in to a discussion of corporate governance?

Answer: We live today in a world of continual transition on many important fronts. If the butterfly does not react to climate change and hence does not successfully transition from its chrysalis state, it will not survive. Parallels in this regard between the butterfly and a privately-owned company are very easy to identify.

What is Corporate Governance?

Answer: Corporate governance is a term used to describe the system of mechanisms and processes by which a business is controlled and directed. Broadly, a corporate governance system:

  • details the rights and responsibilities of the board of directors, members of an advisory board if one exists, owners, executives, managers, and other employees.
  • establishes and continually adjusts the rules, practices, and processes:
    • that influence and appropriately align and balance the mutual and individual interests of all stakeholders.
    • for making business decisions.
    • that collectively coordinate and monitor the company’s objectives through strategic plans, business plans and forecasts, and the like.
  • Ensures all of those things are complied with on an ongoing basis through a continuous monitoring process.

Corporate Governance Initiatives. Which Should Private Company Owners Prioritize?

Answer:  If corporate governance excellence is absent in their company, business owners should:

  • consider engaging an independent, objective consultant with experience in their industry to conduct a detailed Strengths, Weaknesses, Opportunities, and Threats (SWOT) analysis of their business.
  • based on that SWOT analysis, decide whether the business:
    • is likely to be viable as a going concern In the long-term, or
    • should be organized for sale to an arm’s length purchaser.
  • if the business is assessed as likely to be viable as a going concern in the long-term:
    • identify recently retired (preferably same-industry) executives or other qualified people and invite them to join the company’s board of directors.
    • alternately, establish an advisory board of such arm’s length people if candidates are not willing to accept the fiduciary responsibilities director’s shoulder – or if an advisory board is a preferred course.
    • If a family business, elect a non-family member as Chairperson of the Board or Advisory Committee as the case may be.
    • make that Chairperson responsible for developing, implementing, and thereafter monitoring, a sound corporate governance system for your company going forward.

Important Corporate Governance Comment

There are advisors, be they directors, business advisors or professional advisors – and then there are advisors. A business owner should only engage advisors where mutual respect and trust exists, and where the advisors ‘speak truth to power’ – and are listened to and not resented for doing that. I am particularly emphatic on these things in the case of family business owners who employ family members.

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Business Valuation: The Right Overview Questions

Business Valuation: The Right Overview Questions

Seven ‘Right’ Overview Business Valuation Questions

Question #1: What is meant by en bloc business value?

Answer: The en bloc value of an incorporated business is the value of (1) all of the outstanding shares of the company that owns and operates that business, or (2) the going concern value of the net business assets of the company viewed as a whole.

Question #2: What is meant by the term en bloc standalone business value?

Answer: En bloc standalone business value is a theoretical value determined on the assumptions that the business always will operate in the same manner as it currently does with (1) the same net asset base, (2) the same overhead and operating cost structures, (3) the same ownership structure, and (4) the same or equivalent management. Essentially, standalone value disregards and hence does not account for any post-acquisition synergies an arm’s length purchase of all of the shares or net assets of the company might realize.

Question #3: What is meant by the term en bloc open market price?

Answer: The en bloc open market price of all ownership interests in a business viewed collectively is the amount an arm’s length purchaser may be willing to pay for all the company’s outstanding shares (or its net assets), including consideration of post-acquisition economies of scale and other synergies the purchaser believes may accrue to it post-acquisition.

Question #4: Is there a difference in value per share between a controlling shareholding in a private company and a minority shareholding in a private company?

Answer: Theoretically, depending on wording of enforceable relevant written agreements, the answer may be yes. As a practical matter, even where there are no written agreements, depending on circumstances at the date of valuation the answer can be either yes or no.

Question #5: What is meant by the term notionally determined business value?

Answer: The term notionally determined business value refers to a hypothetical value for a business or a business ownership interest not being offered for sale in the open market. This contrasted with a price determined through arm’s length negotiation?

Question #6: Is it fair to say that a notionally determined business value opinion is at best an educated guess?

Answer: The short answer is yes. Only when all of the outstanding shares of a private company – or one or more of its directly and indirectly owned subsidiaries – are (1) offered for sale to arm’s length buyers, (2) appropriately marketed, (3) following negotiations a sale price is agreed can business value’ be determined with certainty. Even then, one cannot be sure the agreed price was the ‘highest possible price’. That is because (1) comparative vendor/purchaser negotiating experience and skills may differ, and (2) typically the purchaser is better able to identify and quantify post-acquisition synergies than the vendor.

Question #7: Is it fair to say the notional business value determinations are subject to greater subjectivity today than they were before the year 2000?

Answer: My short answer is yes. This is this based on my experience in rendering notional business valuation opinions beginning in 1969. I hold little doubt that world and country-specific economic conditions, central banking policies, government debt, regulation and intervention, and ongoing technological advances – among other things – in early 2019 make the determination of notional developed en bloc business value much more subjective than was the case before the year 2000.

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