The Chris Voss Show - The Chris Voss Show Podcast – Smarter Business Exits: Strategies and Toolkits for Corporate Divorce, Succession Planning and Joint Exits by William B. Bierce

Episode Date: April 11, 2026

Smarter Business Exits: Strategies and Toolkits for Corporate Divorce, Succession Planning and Joint Exits by William B. Bierce https://www.amazon.com/Smarter-Business-Exits-Strategies-Succession/dp/1943386781 Looking to profitably exit your business? In other words, are you a business owner with partners seeking to achieve smarter growth while designing an exit strategy and succession planning? Smarter Business Exits helps you identify classic solutions to foreseeable scenarios, so you can plan, adapt, renew, transform and restructure for exit excellence at different stages of your business’s lifecycle. WARNING: Reading this book and implementing its strategies could lead to a significant increase in your liquidity, net worth, happiness and ambition to restart new projects and relationships. Start reading now to: understand how to design your organization for a business exit lifecycle; learn how corporate governance for owners can protect all parties; discover how dispute resolution can be successfully achieved; know what to do when corporate divorce litigation is foreseeable; learn the tips to special succession planning for family businesses; find exit strategies for startups and other multi-owner companies; discover the five types of exit planning toolkits your business must have; and gain even more than that! Smarter Business Exits answers the following question: How can I use governance tools to keep my fellow co-owners fulfilling their promises of service, loyalty, productivity and commitment during business exits? Scroll up and grab your copy now to discover how your exit path can be planned and executed to minimize ongoing pain and optimize your opportunities for exiting (or restructuring) your business! About the author An award-winning international business and technology attorney, William B. Bierce assists companies, their owners, boards and investors throughout a company’s business lifecycles. As business lawyer, he advises on organizational design, business formation, capital raising, equity compensation, governance, risk management, crisis resolution, resiliency planning, compliance, roll-ups, corporate sales and divestitures. As a technology lawyer, he assists domestic and foreign clients on digital transformation, e-commerce, privacy, cybersecurity and strategic transactions. Bill has extensive experience in domestic and cross-border transactions for leading global companies in investments, banking and finance, consumer products, managed business services, manufacturing, transportation and digital media. He concentrates on mid-market niche companies, specialty manufacturing, services industries, family businesses, international businesses and tech companies.

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Today's featured author comes to us from Books to Lifemarketing.co.com. With expert publishing to strategic marketing, they help authors reach their audience and maximize their book success. Today, an amazing young man on the show, we're going to be talking with William B. Beers. He is the author of the book that came out February 28th, 2020 called Smarter Business Exits, Strategies and Toolkits for Corporate Divorce, Succession Planning, and Joint Exits. Let me recut that just for Reddit purposes. Smarter business exits, strategies and toolkits for corporate divorce, succession planning, and joint exits. I'm laughing

because I've had a few of those corporate divorces. Anyway, we're going to get in with William and find out more about his deeds and what's going on in his life. He is a multicultural, bilingual, award-winning international business and technology attorney and trusted strategic advisor for business owners, board directors, investors, and senior executives. As attorney or as attorney or strategic advisor, he advises on organizational design, business formation, life cycle transitions, incentive compensation, governance risk, management, crisis resolution, resiliency planning, roll-ups, corporate sales, divestures, and transmission to management or employees.

His clients include mid-market niche companies, specialty factories, faculty, faculties, or I'm sorry, specialty manufacturing, service industries, family business, international business, and tech companies. He's lived in many roles that drive business. He's been a business founder, corporate director, officer litigation, negotiator, arbitrator, meditated, mediator, licensed insurance agent, graduate MBA professor of international law and taxes,

mentor, executor, trustee, investor, Bar, Associated Committee Chair, public speaker and camp counselor, and welcome the show. William, how are you? Thanks, Chris. I'm glad to be here. Glad to have you as well.

Give us your dot-coms. Where can people find out more about you on the interwebs? So my law firm is at beerskenterson.com, B-I-E-R-C-E-N-E-R-S-O-N-E-R-S-O-N-O-N-O-N-com. And about the book and succession planning and transitions, smarter business exits.com, we'll get you there. So give us a 30,000 overview. What's the side of your new book?

What's the 30,000 overview of what's aside your book? The book contains basically lessons on how to get started and think about the design of your business from the beginning to the end. And every phase of your business growth from launch to exit is something which you need to consider as an opportunity for exit. You may not have a choice. So if you're doing some events, some strategies, you may be surprised that your employees or your co-investors may not like what you're doing. so you should have already planned for that. So effectively, it's basically a question, are you ready, and why are you for the next phase?

And how do you plan for the next phase in your life? Do you cover how to plan to make your business exitable, you know, align it so that it makes it easy to transition and exit? I used to build a lot of companies in an empire building format where I'm just going to build companies and try and make them last forever and I'll have a bunch of companies when I die. And that didn't work out very well at all. actually with 2008 crisis. And so do you talk about that in the book as well? I talk of vulnerability analysis at each phase. Because once you've figured out that you've got your vulnerabilities,

your project is to explore what your vulnerabilities are, overcome them and fill the, plug the gaps. And then as you build the company, you're going towards growth. So you're trying to accelerate the valuation and increase your, optimize your value, so that when you're ready to pull the trigger and sell, you're ready. But you're not ready if you've got a lot of problems. Basically, it's problem solving in various aspects and making sure that you're covered in each phase. Ah, problem solving.

There's a lot of details that go into this. And like you said, I never really gave thought to, you know, preparing for an exit. I was like, why, I quit? But no, I mean, there's a lot of times where maybe you've run, out something and maybe your business partners and everybody ever sick of each other. And so there's all sorts of reasons that can go into this. But you know, you've got to make sure you have your foundational, what is it, your business, your business format, correct, C-Corp, LLC, partnership, sole proprietorship, all those

things. You've got to figure out which one works best for you and make sure that you've done the planning for that, right? It's not just planning for that. It's your relationship with your co-owners and how you want to sing in the choir with them rather than fight with them in the back alley. Oh, fighting is the fun part, though. Come on. That's always fun.

Lawyers and battles and fighting over money. It's my favorite. Can you tell I've got some scars? So you help people through this, how to make smarter business exits. Corporate divorce. what that means and what what's that about for maybe people that aren't entrepreneurs? Corporate divorce is basically an unhappy separation of co-owners who founded a company and they're splitting the baby because they're upset about that and maybe if they do it the wrong way,

the baby dies and if they do it the right way, somebody gets, they both create value and they both walk away somehow with with some value. So the corporate divorce strategy is how to optimize your dispute, either you resolve your dispute or you liquidate the relationship. The relationship of divorce is basically how you do that. And you can do that by preparing in advance, you have a buy-sell agreement, shareholders agreement that says, look, if we don't get along or if the company's going downhill or something, or there's divorce, death, disability, and competency, then A buys out B or the company buys out B.

Ah, you know, that's a big deal. I mean, one of the things I had, I don't know if it was legal in our corporate docs, but my business partner had this girlfriend who was like an idiot. And so she's one of these people that every good decision they think they make is the worst decision you can make in any given situation. And I knew she was interfering with our business. And so when we formed our businesses, I was concerned that he would marry her.

And once he married her in the state we were in, 50% of her ownership would be transferred to her. And then if something happened to him, I'd be working with her. And so I put into our agreement that if one of us was to get married, the other one had to sign off on a pre-up and force a pre-up on each other. I don't know if it was legal or enforceable in court, but we did it anyway just to make the point that it would nullify our stocks if he ran off and eloped. And, you know, that was one of those things that was really important. You have to think about sometimes your business partners, what sort of liabilities they may bring, you know, certainly if they're married, they're, depending on what state you live in, their spouse may own 50% of everything, you know, if there's no prenubs or anything in place.

And then suddenly you've got that person on your board or in your company or in your nose. And you're like, what, this is the person I went to business with. So actually, that gets you into the question of what is the scope of the business and who is making decisions? Who has authority? And whether you need a majority or a veto right in certain events, such as going into a new area, a new area of the business or requiring additional contributions, capital, new investors or whatever. So the question of, it's corporate governance. who decides what and under what conditions.

And that's something which you want to walk through with your advisors at every stage because at some point you're not going to have much of a choice if you haven't planned and you haven't got it to find. You lose your choices if you don't make them. Exactly. And, you know, I was counseling a friend recently on starting a business. And, you know, it's a classic thing where when you start a business, you know, at the base level of, you know, you're, you're kind of new to the whole thing.

You know, he said, hey, I got this friend and he's going to do this business. He's got his LLC set up, and, and, but I'm going to partner with him, but he'll still have his LLC. And that's one of the caveats. And I'm going to partner with him and we're, it's going to be great. And I'm like, what are the details? And he's, what do you mean? And I go, who's getting paid what? And he goes, you know, it's a partnership probably 50-50.

And I go, that needs to be. me in writing. And then he came back, he's, oh, it's 70-30. And I go, 70-30 of what? At least the 70-30 was not stalemate. Yeah. Yeah. So he comes back to me, he goes, it's 70-30 of everything we make. And I'm like, no, so you need to establish, is it 70-30 of revenue? Or is it 70-30 of after all the deductions and the expenses have been paid by the corporation? And if there's a profit, you know, because if you don't have a profit and you have all these expenses that aren't, you know, paying the two of you as a startup founders, you're just doing so ad equity for free. So there's no checks coming. You can, you can scream 70, 30 all you want. If there's no money left in the till after you, after you pay all the expenses

in your company, you know, yeah, you know, I've been there. I'm like, how much is left? $25? All right, well, that's my paycheck. You know, you can define what the valuation is if you're going to do, if you want to get rid of a person, then you have the right to buy them out under certain defined conditions. First right of fusel sort of thing, right? You know, so you define valuation methodologies, who decides what? And if you really fight each other, you can say, you name the price and I'll decide whether I buy herself.

That's great if you have equal access to money, but if one guy doesn't have the money, then that's fictitious. It's not, doesn't work. So what you need is you need a discussion on what's fair for an eventual transition. It could be a split. It could be a merger. It could be, you know, what if you want to bring in a new investor or acquire some, emerge with some other company.

So all of this, you need to define the decision-making rules. Yeah. I think we had a first right of fusel, too, where if something happened, he wanted to leave the company. He didn't have to sell it to me first. you know, we had the whole inheritance thing that I built into our thing. But you're right, you need these rules. I mean, everybody's, I don't know, would you say this is true? I've been asking a lot of people like yourself that come on the show this.

You know, everyone's lovey-dovey, everyone's oh, huggy and kissy when you start a company. And they're like, oh, yeah, we're all going to be, you know, buddies forever and all that stuff. And as soon as the money gets on the table, that's when you find out who your partners are. Would you say that's a true statement sometimes, most times? Yes, I think actually, you know, it's, it's, there's a sales process that goes in where people are trying to identify that they have a collaborative commitment. This is teamwork. I, I was a rower in Orsman in college. I know what teamwork is. You're pulling together. Yeah. And you're pulling at the same speed. And you're, you're both pulling as far as you can. Everybody's pulling as hard as you can. And you're doing the same strokes.

That's a little bit like business because you want to, but everybody's got a little bit different thing. to pull. So they need to define what they're going to do. And if they're not going to do it, they should be out. Yeah. And if you don't have a rule, a method by which you can say you're out, then they're in and you're stuck. Yeah. Then you have the question of, well, you buy them out for the price that you've agreed to in the Sherpers Agreement of methodology. Yeah. And that can, that can really bite you in the butt if you don't have that factored in, right, and formatted, because, you know, they could be like, I want 10 million now instead of whatever the formula is for maybe one million. And they just want to hold a hostage. I don't know. I had one case, two guys set

up a company, startup and music online. And they got a third guy who played a guitar. He was a lawyer. He wanted to do all the admin. He's going to do the legal work. He comes in. He gets a third. Instead of the 50, 50, 50. And after five, three months, he's done nothing but play a the guitar. Wow. So what we do? And then we fire him. So he says, I want 500,000 please. And for what? It's not even worth it. So the answer to that is, okay, if that's the case, then you're so lazy, we're going to liquidate. You're going to get your one-third of whatever's there, and that's nothing. And then we'll reconstitute somewhere else. Great thing I've had to do. This is one of the reasons that I wrote the book,

It's the mistakes that people make and they get pushed into something and this guy was pushy, pushy, pushy, and they acquiesced. And they didn't think about it. So it's really, if you need to study, becoming a shareholder, co-shareholder with someone else is basically learning, going to school with them and learning about how they work, how they think. And if you're aligned with them, great. It's going to work great for everybody. And it's really good if both if you have differences of skill sets that are complementary, and you have alignment and methodology for decision making. Otherwise, one of your scenarios might come into play.

Yeah, it can get weird, man. And you've got to write this stuff down. I just, every time I talk to a new business person there, you know, and I did the same thing. So I get it. I've been there, and that's why I've got to warn them. Go ahead. Let me talk to you about business exit intelligence. This is a concept that I have.

There's emotional intelligence before you get into your business. And what does it require? It requires basically self-awareness of how you feel and how you think and how you decide things and what you want out of the business. It requires you to be self-managed, secondly, so that you can manage your emotions as things come in and face you. The third thing is what you go to social awareness of how you fit into the environment, that you're creating with your partners and others in the business.

There's the relationship management, which is how all this teamwork works. So all of that is with a focus on business exit strategy from the beginning and in each phase in what you're going to do to make a material change in the business. So that's business exit intelligence that I've advocating in the book. Yeah. That's really important, especially to be self-actualized. Most business owners spend years building their company with a little time planning their exit because they're, you know, we're like, we're trying to make all the money first. What do you think?

Why do you think there's a major blind spot around this, why most business owners don't really think about it? They'd love to think about it if they had the time. And it's basically they don't prioritize it. I had one guy who was HVAC company owner, and he had health problems. He didn't want to discuss it. I gave my book. I talked to him about stuff. He didn't want to consider having anybody advise him on what happened.

So at some point, he had cancer and he lost his opportunity. And what's worse is the family loses. So the family loses. What you want to do is this is about the teamwork of families, the teamwork of partners. And that's what we need to think about when we're setting up businesses. and when we're disputing things, we need to think about how we're impacting others. We need to listen deeply and profoundly and empathetically.

And the other person is advising, recommending it's something that I could live with me, rather than I just discarded out of hand. So we have to adopt a deep listening approach, which is a psychological approach and emotional issues. We open up to an empathetic discussion with our, colleagues. And that's what we do as, as I do as a mediator, as a negotiator, as an advisor, and what I want to get out of something that I want to get. And that also, if I'm, I don't want to be an ugly American going off to a foreign country and acting like a, like a, like I don't

respect the local culture. So I have to listen deeply in the foreign approach. And I have to bow in certain ways and be respected. So all of that, This means that as we go into business, we're looking at a cultural shift and are we ready for that shift and how is it going to work for us? And by the way, if we're leaders, how can we create a culture, which is something which people will want to be joining so that they can stay with us and we can then train them so that the founders don't have to do all the work. The founders will then have a transmissible human resources department, a transmissible knowledge management department, and business processes that run on their own with minimum supervision. Ah, that sounds like a good deal. Sounds a good deal very much. Some of the other things I wanted to ask you about. Let's see here. I can't find my place in the notes here. Now you published over 100 articles on law. Tell us about outsourcing and global business. operations and some of the advice you've given to people for stuff.

You know, it's funny. I started out doing international foreign investment in the United States, and I wound up becoming an advisor on outsourcing, which is cross-border services. And it's also supply chain and goods. And what that taught me is that on a global basis, we are creating an economy. We have an economy in which we have dependencies. And we're seeing that today in today's economy. And when you're contracting to be a supplier or be an enterprise customer of someone you're going to be dependent upon, it's virtually the same as if you're co-owners.

But you don't own the same thing. You're both looking for a different bit of profit in different structure. But you want to have the ways to resolve disputes and identify key performance indicators and things that you're supposed to be doing. And if you can't agree on something, then you have a dispute resolution process that escalates up the ladder, up the corporate ladder to the top of the top people who are more policy-oriented than functional. But so the value of outsourcing in a corporate view is just as you are creating a business, you're also selling your services or goods and you're in the supply chain and you're

creating this dependency. So the same considerations you have for, quote, corporate governance, in terms of resolution of misunderstandings, disputes, insufficiencies, failure to meet KPI, all of that you want to listen to and improve because you don't want to get fired for non-performance. Yeah. Non-performance can be bad. You know, that's another thing. Do you, do you, I don't know what they're particularly called, you would know. But one thing I realized is, you know, with my first big corporations, we had, I own 51% of my partner owned 49, and we didn't have a perform agreement as to who really brought the most of the money and did most of the work. At the later half of my relationship, it was pretty much me working weekends, coming in the office, working weekends,

working nights, working all weekend, and calling him and going, hey, you know, we're in a bit of recession here and we need to you know roll up our sleeves and dig back in again get back to the hard work just like we did when we were new and no I can't do that I got I got to go hang up my family for the weekend and I just found myself alone in the business eventually you know I'd send him home with a yellow pad and go hey we need come with some ideas we're bleeding out over here we got to patch it I need ideas anyway come back with nothing and he didn't care either but he just, he just want to do the basic rudimentary work that he would do for us and then go home and collect pretty much a 49% paycheck.

And, you know, when we started becoming really successful making a lot of money, you're like, Jesus, this is, most of this is coming from me. Like, why am I giving up this amount of share? It became pretty resentful. And we didn't have a performance sort of thing. We just, I don't know, we were just stupid kids, so we went off of stock. And that's something you really need to have because people do change in a business format. We invested, we found a company that was a mall store that was really unique and had some great contracts with the clothes it could get from licensed properties.

And so we went to them and was going to turn it into a big mall franchising thing. And, you know, some of the malls. And so we opened the second store so we could start laying the groundwork and he needed to be modernized and all this sort of stuff. And so we started laying the groundwork for, you know, getting this set up to be able to franchise it. And, you know, when we set up the agreement, it was like, yeah, I'll be up there helping you guys all the time at your place. I'll come up. I'll make you successful. And I'll be there doing one third of the work.

And as soon as we opened for the doors, he never showed up for three months, claimed his mother was in town or something from. And we were just like, dude, like, didn't do anything. And then after three months, he showed up. He's like, yeah, I want my check now. And we're like, you've been here, dude. So this is a question of breach of fiduciary duty. Was he doing his job? Yeah.

And everybody, if you're a co-owner and he's on the board or officer, it's a fiduciary duty. And that's how you get into court. And what the benefits of my life cycle by design are to avoid the disputes, where everybody's aware of the risk. of non-performance by the other guy. What's good for you and it's good for me. And if I don't do my job, you kick me out. And you can buy me out for a price.

And the price will reflect where the valuation as of the time when I get kicked out because I didn't do any work. Yeah. And the design also gives clarity to the company survival. It gives emotional support to both sides. It identifies and overcomes predictable hurt. hurdles. So you, if you're missing something, the other guy's not providing it, like knowledge capital or human capital or customer capital, you want to pursue that. You don't have paralysis if you have a plan and if you have somebody coaching you and you avoid conflicts. And you get stronger relationships both internally and externally. You have better reputation and more informed decision in making. And by the way, incidentally, you might even have a happier family life. You're not bringing your troubles home.

Oh, yeah, that's stressing that. The lifecycle by design is an emotional trip for everyone in the business. Everyone affected. And you know, you've got to write all this stuff down. You've advocated a lot for outsourcing these contracts. What lessons can be learned from that service administration and software, back office? Basically, outsourcing creates a mutual dependency. Because, you know, you don't diversify your supply chain

and to have 20 different providers of the same part. And so you have maybe two or three, maybe one. And if it's only one, you're dependent upon that service provider or the producer. So you both have to manage each other, and you're both looking at each other on performance basis. And ironically, you're probably managing your third party service providers and suppliers more attentively than you're managing your partners, your co-owners, because you expect them to do their business.

Ah. But that's that gets you into the question, what should the board of directors be doing? And the board of directors should know what's going on. And if someone's not doing their job, they should call that out and then have a discussion about what that means. Yeah. Yeah. I mean, these things are important.

You know, if you put everything. down in writing and you be as extensive for potential happenings because things happen to business. People get tired of working together. People get tired of doing the work and they start slumming, you know, and if you've got somebody like me who's Mr. Do-It-all, Carri-all, CEO, leadership, you know, Steve Jobs, ADHD type, you know, it's really easy for people to slum around me because I'll take up the slack and I won't even think about it. I'll just do it. You know, if there's a piece of paper on the floor, I don't wait for the janor to pick it up. I own the company. I'm going to pick up the piece of paper.

Plus I don't want some employee slipping and falling on it. But still, you know, and so people will just be like, Chris will take care of whatever the problem is. And then they start slimming. But yeah, you've got to have these things written down, folks, before you even start moving that business down the road, you've got to make sure you're protected. Because like my friend who was like, you know, it's just 70-30.

I'm like, you know, I explained to him, in the first few months of a business, sometimes years, you don't make a profit. And I explained to him how most of my businesses were funded, sometimes by either savings that I had or by another entrepreneur who was like, you go try this, Chris, but if it doesn't work, I want it back, but I'm going to help you. And then if this company works,

I want you to help pay me back by doing work for me and using your company to do me. And that's how we built our first big company. But, you know, it's, you know, for a long time we were eating top ramen and, you know, drinking, living on a mountain dew. And yeah, I was life. 18 hours a day, no sleep most of the time, and the phone always going off. And, you know, enough money to put in the gas and pay for what was it back then? It was like that brick phone was like $18 to $1,200 a month for us.

That old brick phone, you know, you got to have money left over to do a 70-30 split. Did you ever have any coach to advise you on how to have a good relationship? because a business exit coach and help you identify your gap. So what you want to do is you basically identify what you got, identify what's missing, then spend a time sprinting to fill the gap, and then you evaluate whether you've got a good solution. And if you want to sell, great.

If that doesn't give you increase in revenues, doesn't give you increase in marketability on something which, it doesn't give you the increase in profit or growth. And you go to the next step and redo it. And so you're constantly and then you're constantly improving. And so the goal is to improve and then decide. So you're always, and test improve, decide. Test improve, decide.

And if you don't make those, if you don't have somebody holding you accountable, you're not going to be holding yourself accountable. And that's one of the reasons why business owners, failed to do it. They don't have a mom and dad are not telling them what to do, and there's no coach there. So if you had a coach, which could be just once a month, it would be very helpful. And that's some of the service that you offer. Is that correct?

Yes. Yes. It's on a certified exit planning advisor as well in addition to a lawyer and mediator. I would have to have a coach back then, but back then, about the only advice you could get, there was no internet or the internet was just burgeoning. You had AOL and CompuSER, but, you know, you just have to hire some, you have to pay some high-flutant attorney a lot of money and we're, I mean, we started our company on just sweat equity and top rom it, I think is. But now, one of the other things I wanted to take and ask you about, the, it sounds like

some of these different things that you do are very different than other typical M&A advisors. Do you want to outline maybe some of the things that separate you competitively and make you stand out from other ones they might see? Right. So I represented both buyers and sellers, like other, M&A advisors, lawyers. I've done my share of buys and sales. I do due diligence. I do negotiating of letters of intent and deals. But that doesn't get you anywhere if you don't have anything to sell. That's true. So the question is, why is your company sellable? And basically, what I've identified, I can identify with you is the gaps in the value.

You have a profit gap. What's your profit gap? You're not making enough money. You're not making because you're spending it on the wrong things or you're making bad decisions or you're not collecting from your clients or whatever. So you have a profit gap. And then what you want to do is you want to have a growth,

you want to have growth to increase the value of the company. So you have a growth gap. compared to the best in class. And so if you're comparing yourself to best in class, you want to grow fast. And then once you've done your profit gap and your growth gap, then you can say, okay, well, we are now 80% of best in class or 50% of best in class, and that will allow us to go market on the valuation of our peers. We're only 20% of best in class.

We're nowhere. So we have to have protections. We need to improve all of the elevations. elements that create value. And that's what a coach does. They ask you, how are you doing in this? How you're doing in that? And why is it this way?

And, you know, the growth is, we've had, I've seen growth where they take on a lot of growth, spend a lot of money on hiring new people to serve it. But it's the least, the least productive and least profitable element of the operation. So why do it? That's what you have to ask yourself. And you need somebody who's honest and frank and friendly. Yep. So find some guy named Frank.

Sorry. And don't call me, Shirley. Airplane joke. Wise advice. Do you have an example of the most painful exist story you've ever witnessed or anything like that you want to share? Yeah, I've had so many of them. Many of them. And effectively, I had someone who was 100% owner of a company that had grown to 85, 100 employees. and it was in the advertising marketing services business, and they wanted to sell, so they did a sale process, but they didn't do any planning to exit. They didn't do any growth spurt. They didn't do any things that would improve the ease with which a buyer could just walk in and say, okay, it's done. It was more dependent upon the founder and certain employees, and they were, that certain employees did not have any retention bonus or any incentive compensation,

which would give them a huge interest in facilitating a transition. The result was they did an auction through an investment banker, and they got a price which was 75% of what the owner wanted. Oh, wow. Okay, I'm sorry, I don't want that offer. Now, subsequently, because of the mismatch of the lack of, of, coordination with the senior executives and the lack of knowledge management process. Basically, he lost the CEO and the CEO have left.

So he now has transition. He's got succession planning at the C-suite level, C-suite level, which we didn't have to do if he'd done the sale. And if he prepared for the sale. And he would have had a lot of money. And he was just greedy for the additional 25%. And so it's short-sighted. And the second thing is, he didn't have anybody coaching him at the beginning saying,

hey, look, let's do a spurt to grow the profits and grow the revenues. So we accelerate. Once you accelerate that, then the EBITDA multiple that the buyer is willing to pay will increase, two to six or something. It could be two to five or six more. So you're throwing, you're leaving money on the table by not having, a proper strategy and by failure to execute. That was, that particular incident, I was, I came home from, from the office talking,

thinking about that and that's why I wrote chapters in the book on the subject. Yeah. I mean, this is, this is a really big deal. That's, you know, a lot of people don't realize, like a lot of companies, the main employee is the owner. And if you try and sell the business, you know, it's like the Chris Foss show. I mean, I'm the owner. If you get rid of me, it's not really the Chris Fosho anymore.

So some idiot named it that. They couldn't sell it. And, you know, I'm like the core employee. If you get rid of me and you buy me out and I exit, I don't know, you're looking at a couple of employees and VAs that we have. It's owner dependency, Chris. Yeah, yeah. And so you've got to think about these things, you know. And if you lose certain key, like if you lose key salespeople that are made.

maybe doing, you know, there's always the 80, 20 rule of sales. So 20% of your salespeople do 80% of your business. If you lose them somehow or fumble them in a owner trip transfer, you know, you've lost a lot of value in the company, correct? So you've got dependencies on a limited, customer concentration, and you got dependency upon the owner. These are killers for small business. Yeah. And so what you have to do is you have to inspire your employees to to think like their owners, to think like they're going to get some benefit from the continuity of the operation and its success, regardless, who owns it? And so that can be reflected in compensation and incentive compensation. There's special things you can do that give payoffs

on a future beyond just qualifying incentive stock options. Yeah, it's definitely, you know, people just don't think about this. They're always coombie. Oh, we start a business. We're going to get together and then and then stuff can happen that can destroy all of that intent, all of that hard work and everything you build and it can happen at any time. You know, for me, we didn't have collapse until 13 years in. And this is a friend that was my best friend for 22 years, business partner for 13. And for most of those years, I could trust him, beyond a shadow of a doubt. We worked really good as a team.

But, you know, then we had the Yoko Ono come in and go, you know, you don't need that Chris Voske. And she started filling his head with BS. And then the next thing you know, he's out, you know, broke. And so, yeah, I mean, you just never know. You can't plan on these things happening. Everyone says, I'm going to do this. I'm going to do this. I'm going to work really hard.

And I won't even sleep. What's really important, Chris, for you to have an alliance. I think a business coach is useful because a business coach like me is or another M&A lawyer or someone has done an exit planning has been through so many different structures of plans. And I've got in this book, I've got this and another restructuring book and international restructuring. There are different ways to get out that preserve value for everybody. And if you can get to, if someone can show you that before you have the big fight, then you've saved yourself emotional and financial sense.

The goal, I think it's always useful. When I got started, I had a, in my own law firm, I was a partner in a 60 lawyer firm and then I went off on my own. I hired somebody as a business coach to help me understand what I needed to do for marketing and for relationship management. And since then I've been learning on the job. It's so important. I mean, people have so many resources nowadays that we didn't have back of the day. Back of the day, the only time you get any help or advice or counseling on anything was, like I say, you know, some pay some big flute and attorney. There's nothing wrong with big fluke and attorneys, but when you're broke, it's a hard thing.

But these are important things to be thought about. I mean, even I formed our initial corporations and, yeah, incorporating the corporation. You and I, you know, did our original stock stuff and all that. I bought a book for it. But you don't want to, you don't want to do that. I mean, you're planning out your life here for the long term. And, you know, and who makes decisions too? After, you know, several arguments with my first business partner about stuff, I finally went to him and I said, look, I have business experience. You don't. You're trying to tell me how to run the company. You have no idea other than just you think this is a conventional idea of yours. And it's not. And I'm not going to fight this way through the whole organization. So you're either going to give me 51 percent. You're going to give me 1% of the corporation back. And I'm going to be 5149 and we're going to follow me and I'm going to lead and I'm going to be the CEO and the cook. Or this is it. I'm shutting this down now.

less painful. And so he turned over 1% and then we move forward from there. And yeah, I mean, he wasn't the greatest idea, man, for business partners or visionary or leading anything, really. He was a great follower, though.

And that's what made a great partnership for a long time before the Elko Hono showed up. Anyway, I got more stories of that of different people, different business things too. I'm going to go for a race. Bill and Melinda Gates found a way where they got divorced. Oh, yeah.

And so what did they do? Melinda let Bill run the show and the business, and she basically allowed for a more friendly corporate divorce. Yeah. That was probably good PR-wise for them, although I think now she's slinging some shit. But, you know, you hang out with the wrong people, be carefully, you hang out with folks, I guess.

But yeah, I mean, and this probably brings us to a good point. You brought up the gates as a family. Family businesses are kind of special. You know, we used to loan money. out to companies that were in trouble and we go into entrepreneurs companies to see about buying them out or assimilating them with our empire. And I'd walk in at some companies and there'd be like 10 family members working there. And this is my cousin Bob and this is my mom. This is my grandma. This is my aunt Joey or whatever. And you're just sitting there just going, I know you need money

because this business is failing because you have your family work. I mean, that's not indicative of everything, but still, family businesses can be hard because you've got the family dynamics there. Would you say, what are some of the biggest mistakes you see in family companies? Some of the biggest mistakes is you're basically forcing, you're having a family member participate in a business that they don't want to participate in. And if they don't want to participate, they're not going to deliver. And that's one. And the second thing is, it's always useful if you're going to have one of your children go become the CEO. to spend five years that it's some other business so they understand a little bit about

business and they get told the facts of life by someone else rather than you. Yeah. So it's not just a parental deal. It's a facts of life deal. Yeah. Make them work on the front line. Don't do nepotism. I've seen nepotism in organizations.

I don't think I've ever seen a time in my experience. And I've seen it all. So I'll give you that. but where nepotism has played out, it just always ends up with resentment. And people that feel that they maybe worked hard and had the acumen to ascend to the leadership roles of owners or CEOs or top management, you know, their hair apparent in their mind. And then to see, you know, I don't know, the lollipopping sucker, Stoge kid come in who doesn't have an NBA, maybe flunked out of college. And suddenly he's the leader, I just, I think a lot of people leave over that. That's why, you know, every business owner should have someone who's available as a trusted advisor to talk about how I can keep my valuable employees, even though I want to promote my child to a senior position.

And maybe the child should be competing and held to the same standards. So how do you handle that? So what you want is your advisor is going to hold you accountable privately. Okay? And that's the benefit of a third-party advisor at virtually any stage, because any stage you're trying to grow and then be ready for an exit. And it doesn't have to be, you know, every week the device. Basically, you need somebody who will be there and who understands your needs

and who understands the process for building and growing and deciding, protecting, and eventually exiting. Yeah. You've got to have this down. And family, you know, really, folks, try that to hire family if you can avoid it. I mean, it creates so many dynamics that you don't even need. I don't, you know, if I already have a partner, I don't want to be married to the whole family. And, you know, you stole Bob's toy when you were five and Bob's never let it go. And now you got Bob working for you and he's secretly sabotaging your company because, I don't know, some unfilled trauma.

It is, there's always just something. And then when the wives and girlfriends get into it or the maybe the men or spouses, I've seen men muck with women's interests. I saw that in my mortgage company for a lot of years where either the, you know, one of the spouses was behind the proponent between getting rid of maybe an, older spouse and putting them in the care center. And so, you know, it can happen any ways, but, but, you know, like I had the same thing. I got Yokoano come to think of it. You know, you end up in business sometimes with all these extra voices. And then those people have, have their voices, you know, and, you know, to give you an example, the mall store investment that we had, man, that thing would have been great. The mall store investment we had, I found out the reason

he had to show up for three months is because he talked to some dimwood at a club. who I has no business acumen and they said all those guys you know they took you own 100% of your company now you only in 30% so they ripped you off and it's no you're getting 30% of of the future of this company instead of your little stupid little store most of us stuff was so outdated even as payroll and it's his computer system for credit cards and so we had to modernize all that but you know it's just it's amazing you know you just don't find out who people are sometimes until you really get to know them and start business and you've got to have all these rules written down or else you'll just get effed.

You need to keep thinking about it and you frankly need somebody to question you because you're going to make your own questions and say, I'm screwed. And this is where business exit intelligence is part of emotional intelligence because you're trying to identify how you feel about things where you, your emotions and it will fit in and where your relationships fit in and how you manage those relationships and the emotions of others. Emotional. The family business, the family's in the business, whether they're not in the business.

You need to deal with that issue. And what you need is it's always helpful to have a coach doing this stuff. Not everybody can, but you do need it to manage. And if you're stuck in a problem, a relationship that doesn't work, You need some coaching on how to get out with minimal damage to both sides. To you and to the other person, and if you can do that, you find what the Harvard negotiators call a zone of possible agreement. And you look at what's the worst alternative and the best alternatives to know agreement.

And then the meter says, hey, look, you know, you got these choices. If you choose the wrong one, you can go down the tunnel or you can go up into sunshine and grow your fields. Yeah. It's interesting how people fight in business. I remember there was two attorneys once. This is one of my early girlfriends, she worked in an attorney firm. She told me the story about there was these people fighting over like a $10,000 piece of land. And, you know, they were lured up and stuff. They're burning, you know, was it retention or retainers? And they're burning, you know, hourly. And these were some expensive attorneys at the time. And their attorney was smart.

They went in the office. They go, look, these properties were. $10,000, we've already probably spent two or three thousand dollars in freaking, in freaking, you know, money. I'm fighting over this. If we sit here for enough hours, that property is going to be worthless. So we should probably come to agreement quickly. I thought that was a funny story because they calculated the burn rate of how many hours it would take before that property would be worth our, worthless in arguing.

So he was a pretty good advisor, wasn't it? Yeah, yeah, it's pretty good advice. It's pretty smart thinking, you know, there. Because, you know, you've seen people do that in divorce. You've seen people do that in business where they will fight over something to the death. And it's not about anything that's going to benefit anyone, including themselves, other than just the ego rise of I-1. And I see you've burned everything to the ground around you. I don't know.

Have fun. And not to mention that any litigation involves emotional distress outside the courtroom. It involves you. You can't focus on. your business. You can't grow anything else. It prevents you from other relationships and you, and you probably have smell bad because you're talking bad mouth. You're bad mouthing everybody. Yeah. So it's not an opportunity. Basically, litigation is a trap and you need to find a way for a resolution. Yeah. I mean, people think it's so easy until they get into court or the attorney

says to them, you know, hey, I need a $25,000 retainer fee. And they're like, what? What? You know, oh, I just want to sell them. It's not, you know, this anything of value in life costs money. Now, if you, so you lead off the book with what you're just talking about in design thinking, this emotional intelligence for business, et cetera, et cetera. If a business owner is listening right now and they're five years or so out from wanting to exit, what's the one thing they should do maybe this week?

You know, a piece of advice on that. They should basically ask around and start thinking about who would be. be a good coach to just help them think about the exit process. And the exit process is not just putting out your single saying, I'm for sale. The exit process is building a robust, filling the gaps in your business, building a robust infrastructure of people, process, and technology, and reputation, and increasing both the revenue and the process, and the profits over time, solving problems and infelicities of process so that you don't have to pass them along to a buyer and the buyer's not going to worry about it, allowing the buyers to

step in and say, okay, I love driving this. It's a self-driving car. And that's what you want to show the buyer. So that increases your. And so during the five years, you want to continuously ask yourself, what do I need to do to prepare? It's not a continuous process improvement until you're ready to pull the trigger. In the meantime, order up the book's smarter business exits and reach out to our friend here. Yeah. William. Yeah, I was, I kind of set you up for the plug there, but why not? Thank you. Raceful, professionally dodged it. And I threw your plug in for you. You practice law against across multiple countries and legal systems. Does the American approach to business access get something fundamentally wrong that other cultures handle better?

What is America? Well, you mentioned something about community property because certain states have that. That comes from civil law jurisdictions, which was in French design. Really? And it basically says that it's illegal for you to give away on your death, all your property to somebody else, without taking care of your kids or your wife, your spouse. What if you hate them?

We have, that's, there's certain, for as to what is community property. Yeah. I thought that was your wife and kids. No, I'm kidding, folks. But actually, there is, there is, so what, and Europe, so effectively, I've done some, some succession planning in Europe. And what they do is if there's one sunny boy who wants to be the business owner, they'll give it to him. But then they'll also give the chalet or whatever, the mansion to the artist who has no assets.

So they value, effectively, they give away both the value, they split the values. And that's a European approach. And it's sort of treating the kids equally. it's promoted by the French, by the system. We have a little bit of that in some states, but I wouldn't say it's much better. We make exceptions here in America because if you hate one child more than the other, you just don't want to give them as much. So effectively, I wouldn't say that the foreign cultures are better at doing business divorce

or exit planning for sales to strategic buyers, private equity, venture capital, E-SOPs or whatever. We have, our ESOP structure is pretty great, but it's complicated and costs a lot of money to start, and it's an ERISA plan, which means it's challenging. This is America. We love anything that's super expensive. We can't afford. So, go America. Welcome to inflation kids, 2026. So we're doing the gas fuel jokes. Anyway, so as we go out, what is your ideal client? If I want to reach out to you, I'm listening right now, who is your ideal client, they need to have a certain net worth, certain sales, revenue of their corporations, you know, who do you work with?

Basically, my clientele is in the lower middle markets, so it's up to 50 million in value and to someone who's been developed a good, good business with a good reputation, and they want to grow it to the point where it's, they don't have to leave today, but they're interested and they want to ask questions. My role is not to tell them when they want to tell them what to do, but to listen to them and help them think about what they want to do. It's really, so you focus on family matters, personal wealth, business assets, business opportunities.

So it's looking at the whole picture and having a discussion about where the person wants to go, because it's really an exploration. And it can be a short one. It can be a long one. And that's the beauty of the freedom of choice and the business owner being in control of the process with a team of advisors with different specializations in different technical expertise.

Thank you very much for coming on the show. Give people your final pitch out, your dot-coms and all that good stuff where they can learn. Thanks very much. It's William Beers, and I'm at www.bierskenterson.com. B-I-E-R-C-E-N-E-R-S-O-N-S-O-N.com and SmarterBusinessexis.com is where you can get our book and also find in either way you can get in touch with us at our websites. Thank you, William, for coming on the show.

It's been wonderful and a great insight that you provided. It's been a good lesson for me, too. Thank you, Chris. Thank you. Yeah, I got all my crazy stories of life. And, you know, I wish we'd prepared more. I wish we'd written stuff more now. And I highly recommend it.

I mean, I had a great business partner for 13 years. I would have gone to jail for him if he would have called me and said he had a body in the front. The living room, I probably would help him bury it. I mean, I loved him for 22 years as a best friend and a business partner. And in the end, I got betrayed. And people change. Things happen. I would never thought for 25 years as my best friend from childhood.

I'd get effed over. But I did. And so you can't, what I'm trying to espouse is you can't see how the future is going to turn out the roads the decades the miles you could have everything perfect 25 years and you wake up in the nightmare and unless you got this stuff written down unless it's covered you know and the other thing i love about contracts and running stuff down like you've talked about William is it helps keep people be honest because if they're thinking about fucking around helps them be honest it helps them go ah it's in writing somewhere in a contract or sometimes just got a rattle you just remember what they

signed over here eh and like I'll go back to my booth now. The contract helps you focus on what you're jointly doing. And that's what you want to do. You want to jointly agree on focus. Yeah. Because anything else takes away from the business. You're not going down the same path.

All our ships must sail together as they said in Godfather 3. Thank you very much, William, for coming the show. Pick up his book, folks, where refined books are sold. Smarter business exits, strategies and toolkits for corporate divorce, succession planning and join exits. If you're a business person or entrepreneur or want to be entrepreneur, I highly recommend you understand what exits are about. And if you haven't started your business, plan for an exit from the get-go.

And you can also reach out to William as well. Thanks to my friends for tuning. Go to Goodreads.com, Fortress, Chris Foss, LinkedIn.com, Fortress, Chris Foss, one in the TikTok, and all those crazy places on the internet, be good at each other. Stay safe or else, damn it. Don't mean people pull in the car and go back there. See you next time.

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