2023 Fall Conference

"Business Sales and Preliquidity Planning Involving Delaware Trusts"

Delaware is widely considered the most favorable place to establish a business. However, many business owners and their trusted advisors don’t recognize that Delaware can also be a good place to create a personal trust for estate planning or asset protection purposes, even if neither the business nor the business owner resides in Delaware. The transfer of company shares to a Delaware trust offer some unique and powerful wealth transfer advantages to the owners of a family business.

Business owners face unique challenges in structuring estate plans because of their need for control and confidentiality regarding their family business. Tax mitigation is also a common goal for many business owners. Fortunately, Delaware provides special advantages to business owners who establish personal trusts under its laws. Not all of these advantages are unique to the state of Delaware, but using them with a trust located in Delaware may allow the business owner to access other benefits that trust-friendly Delaware has to offer.

Directed trusts help business owners maintain control of their greatest asset: their family’s business.

Robert V.A. Harra III is a Director at the Wilmington law firm of Gordon, Fournaris and Mammarella, P.A., where his main areas of practice include trusts and estates, business planning, commercial transactions, and taxation. Rob is a graduate of Lynchburg College and Widener University School of Law. He also received his Master of Business Administration from the University of Delaware and his Master of Laws in Taxation from Villanova University School of Law.

Rob counsels and advises clients on all facets of estate planning with a focus on wealth transfer and preservation planning, tax planning, and the unique aspects of Delaware trust law. Rob drafts, reviews and opines on trust and estate planning documents, including complex Delaware trusts such as directed trusts, dynasty trusts and asset protection trusts. He frequently represents clients across the country to transfer the situs of trusts to Delaware and to modify trusts to take advantage of Delaware’s favorable trust law.

Kevin Worsh is a senior client strategist for BNY Mellon Wealth Management. In this role, he works directly with clients to address their investment and wealth management needs.

Kevin joined the firm in 2010 and has more than 25 years of experience in the financial services industry. His previous experience includes serving in Neuberger Berman’s Private Client Group, where he worked with private clients and their advisors. Prior to that, Kevin was a Regional Director with SEI Investment’s Global Institutional Group where he worked with Corporate, Foundation and Endowment clients on their pension and investment management needs. In addition, Kevin served 8 years in the United States Navy as Nuclear Submarine Officer. His service includes worldwide deployments on 2 submarines, as well as extensive experience as an instructor and trainer at The Submarine School.

Kevin received a bachelor’s degree from the United States Naval Academy and a master of business administration from Rensselaer Polytechnic Institute .

"Storytelling for Lawyers"

This program will discuss the power of storytelling and narrative as a communication tool for lawyers. It will analyze the elements of a compelling narrative, tools for identifying and organizing core narrative themes, and examples of the use of storytelling in complaints and litigation adjacent crisis communications. This talk is for anyone who was ever told that their complaint should "tell a story" but wondered how to do it, particularly in the complex and often fraught dynamics of family enterprises. It will help attendees identify why communicating through stories is a powerful tool, how to utilize message mapping techniques to organize and create an effective story and how to apply storytelling in the context of a complaint or family enterprise crisis.

Meredith Parfet is the CEO and Founder of Ravenyard Group, a crisis management consultancy with expertise in matters that involve legal or regulatory action, scandal, white-collar crimes, large insurance litigation, or complex family-office disputes. (www.ravenyard.com) Ravenyard is unique in its emphasis on problem solving and strategy and in supporting the wellbeing of leaders in crisis. Meredith is an accomplished VC and PE investor, seasoned entrepreneur and a passionate philanthropist. She has nearly two decades of asset management, family office, and hedge fund experience, including acting as the Chief Operating Officer for two alternative investment funds. She also co-founded Denali Venture Philanthropy, an impact investment organization that funds entrepreneurs who are committed to social change. In addition to her work in crisis management, she also works a few shifts a month as a humanist hospice chaplain. She is the independent trustee for a 40-Act registered VC fund, and on the board of the Colorado Health Network which serves the largest population of people with HIV in the State of Colorado. Meredith holds a BA from Northwestern, an MBA, from the Kellogg School of Management, and an MA, in Pastoral and Spiritual Care, from the Iliff School of Theology. She holds a certificate as an end-of-life doula from the University of Vermont Larner Medical School, is Reiki Master Level IV certified, and is a Six Sigma Greenbelt. Meredith has been featured in Fast Company, Forbes, Time Magazine, Mindful Magazine, Law360, and Lawline.

"A Good Time to Review: Updates on Valuation Considerations and Recent Developments"

With a closely held family-owned company, succession planning is an important step impacting our clients and their families and often requires a business valuation to be performed. The valuation and legal landscape is constantly evolving with new developments and considerations impacting the way valuations are performed and viewed by the IRS. This program will provide an update on recent developments, highlighting lessons learned from recent tax court cases, CCA memos, and testimonies from seasoned professionals in recent IRS audits, as well as emphasize the importance of communication between the client and the appraiser and making sure the report constitutes a qualified appraisal for gift and estate tax purposes. Attorneys and other advisors are oftentimes given the responsibility to lead the valuation process; we will address how to make the process collaborative as possible amongst all parties involved.

Tadd Lindsay is a Managing Director at MPI and is responsible for client relationships and business development throughout the Midwest. Based in the firm’s Chicago office, Tadd brings over 30 years of banking and financial services experience in working with clients focusing on estate and tax planning. He has substantial experience in working with clients in close coordination with their other professional advisors on developing and executing wealth transfer strategies. Tadd has broad experience in coordinating the valuations of a variety of business types including manufacturing, service, and asset holding entities.

Susan Gell Meyers, a partner at Warner Norcross + Judd LLP, is an estate planning and business attorney who is known for her sophisticated and bespoke work with high net worth individuals and families, their family offices and their business enterprises. She provides thoughtful, holistic advice on planning that preserves wealth and business ownership while minimizing taxes and achieving the client’s purpose and intent. Susie counsels business clients on a variety of needs ranging from daily operations to succession planning to sale transactions. To help clients achieve their legacy goals, she assists them with governance and decision making, family meetings, philanthropy, shared family properties and wealth education for the next generations.

Susie has been recognized as a top lawyer in several publications, including Michigan Lawyers Weekly, Michigan Super Lawyers and Best Lawyers in America©, and she is ranked in the highest band for private wealth law in the Chambers High Net Worth Guide.

Patrick M. Polomsky is a Director in the Valuation Advisory group at Stout. He has extensive experience providing a broad range of business valuation and financial advisory services for public and private enterprises, with a primary focus within the firmís Trust and Estate Valuation practice. His experiences cover a broad range of industries for a variety of purposes, including estate and gift taxation, income tax requirements, shareholder and succession planning, buy-sell agreement consulting, shareholder disputes, and other tax, corporate, and litigation related matters.

Mr. Polomsky specializes in fair market value engagements involving closely held business interests, FLP/FLLC valuation discount analyses, restricted stock and blockage discount opinions, personal goodwill valuations, preferred stock valuations, promissory note valuations, and Subchapter C to Subchapter S conversions. Mr. Polomsky also has experience with providing fairness and solvency opinions, as well as financial reporting valuation assignments (e.g., purchase price allocations and goodwill impairment testing).

"Every Unhappy Family (Business) is Unhappy in Its Own Way"

Aficionados of 19th century Russian literature will no doubt recognize the title of my presentation, cribbed from the famous first line of Tolstoy’s Anna Karenina. But the title is in many ways fitting, at least with respect to the unique characteristics and problems associated with the family businesses that I tend to deal with in my litigation practice.

The distinctiveness of family businesses, as well as the distinctiveness of the disputes that arise within them, derive in large part from a fundamental, inherent conflict that lies within each family business owner – namely, the conflict of whether to allow one’s obligations to the family or to the business to take priority (and under what circumstances). This inherent conflict, for example, can cause family-business owners to bring their family-related “baggage” to work and disrupt the corporate structure; to neglect critical corporate formalities and fail to make for themselves a sufficient record of ownership and key corporate transactions; and to discount the importance of arm’s-length negotiation and fail to procure for themselves essential contractual protections.

This presentation will provide an overview of the issues and proceedings commonly associated with litigation among family-business owners, including but not limited to shareholder deadlock and oppression; fiduciary and contractual breach; corporate dissolution; appraisal and inspection rights; and shareholder derivative actions. The presentation will also touch on some ways in which family-business owners might resolve their disputes outside the courtroom and/or avoid them with proper documentation in the first place.

Matthew D. Donovan is a business and commercial litigator who assists clients in the resolution of complex business disputes in a variety of contexts, including the ownership and management of closely-held and family-owned businesses, commercial real estate, insurance coverage, and healthcare. Matt handles cases through all phases of litigation and arbitration, including corporate books-and-records, dissolution, and appraisal proceedings, as well as shareholder derivative actions. Matt is the Practice Group Leader of the firm’s Commercial Litigation department, a member of the Business Divorce practice group, and the author of a number of articles on the subject. He also is a regular contributor to Farrell Fritz’s New York Commercial Division Practice blog, where he litigates the majority of his cases. Matt works closely with forensic accountants, business and real-estate appraisers, and other financial and business professionals to ensure that his clients’ interests are protected. After graduating from law school, Matt served as a judicial law clerk to the Honorable Gordon Shumaker, Terri Stoneburner, and Bruce D. Willis of the Minnesota Court of Appeals.

"Owner, Employee, or Both?"

This presentation will examine the various issues that arise when a person is both an owner and an employee of a family-owned enterprise. In closely-held companies, and especially in family-controlled companies, family members have trouble realizing when they are acting as an owner and when they are acting as an employee. They have trouble differentiating the two roles. Using a number of examples, this presentation will help clarify how families should think about and handle these issues.

David Burleigh helps clients take ownership of their situations. He helps family members and their trusts get organized and plan for what they own. He guides them to deepen their sense of ownership, especially of assets they own together with other family members. In this way, he helps clients beat the odds of successful transition from one generation to the next.

Focused primarily on advocating for and protecting privately owned businesses, Brian Redden offers comprehensive representation in all aspects of commercial / business law and litigation. He seeks to protect a company’s assets and interests while at the same time developing strategies to mitigate the risk of legal issues and promote business growth. For example, he has defended clients against lawsuits and employment practices violations. As an adviser, he counsels business leaders on topics such as employment policies, negotiating agreements, and transaction disputes.

"Creating Movement"

Don Scott will look at why clients get stuck in the planning process, and how to get them moving. He’ll share two to three case studies, with plenty of time and space for conversation around the challenges you typically see. These are stories of substantial businesses and families that were mired in conflict, ineffective communication, indecision, and inaction. And, how they were able to shift gears and move forward.

Don Scott began his coaching business in 2015 and has grown substantially ever since. Prior to that he had been an Arthur Andersen partner, Office Managing Director of a trust company, and CFO & COO of an oil company. He underpins his work with a master’s degree in psychology. Don’s clients include family enterprises and other middle market businesses. More specifically, the individual family members, owners, executives, and other stakeholders. His work begins with each client’s inner conversations. Don knows the outer actions and outcomes can only change insofar as the internal habits of thought can first be isolated and cleaned up.

"Trustee Disclosure Obligations"

David F. Johnson will address the complex issues surrounding a trustee’s duty to disclose. He will address disclosure requirements under trust documents and their ability to limit or expand common-law disclosure requirements, silent trusts, statutory duties to disclose, statutory duties to prepare an accounting, the common-law duty to disclose, disclosure of conflict’s of interest, disclosure of information of businesses owned by the trust, methods to avoid claims based on non-disclosure, and ramifications for violating the duty to disclose.

David Johnson is widely recognized as one of the go-to fiduciary litigators in Texas. David’s practice focuses on trust, estate, and closely-held business disputes. A frequent writer and speaker, David is known around the state as a thought leader in the fiduciary area. His award-winning blog, Texas Fiduciary Litigator, features recent case law, legislative changes, and other precedent that impacts fiduciaries in Texas. David received the JD Supra 2020 Readers’ Choice Award for Wealth Management, which was his third year in a row for such an award. He was also named a “Go-To Thought Leader” in Fiduciary Litigation by the National Law Review in 2020.

David’s experience in trust and estate disputes includes will contests, elder abuse, mental competency, undue influence, trust modification/reformation/clarification, breach of fiduciary duty and related claims. He also handles matters involving trust decanting, trust severance and joinder, account disputes, power of attorney disputes, suits for judicial instruction and discharges, heirship proceedings, suits to remove a fiduciary, and accountings. Additionally, David has a transactional practice for trust departments in providing legal opinions on the construction of trust documents, documenting release and consent agreements, resignations, successor appointments, modification of trusts, trust mergers, trust severances, etc.

The Corporate Transparency Act becomes effective on January 1, 2024, bringing with it new beneficial ownership reporting requirements for many closely held entities. This presentation will address the basics of the CTA’s requirements – who must report, and what must be reported – as well as practical advice for family business advisers assisting both their clients and their own firms with CTA reporting and compliance.

Corinne Sprague, a corporate partner at Warner Norcross + Judd LLP, counsels family business owners and family offices in designing governance, ownership, succession, and compensation structures to align with their long-term personal and business objectives. Corinne takes a holistic approach to family businesses and their ownership groups, and takes pride in building long-term, trusted relationships with her clients. She enjoys working alongside clients to develop communication, governance, and planning strategies to serve the interests of family members who are working inside of the family business, those who are exclusively shareholders, and those who may not want to remain shareholders. Corinne also assists closely held businesses with their general corporate needs, mergers and acquisitions, and commercial transactions, and represents CDFIs and other non-profit impact investing organizations in multi-state and nationwide debt securities offerings to raise capital in support of their nonprofit lending and investment activities. She is a member of her firm’s Finance Committee and volunteers her time with organizations that serve youth in need and increase access to the arts in the Grand Rapids community. Corinne has been recognized for her work in corporate law by several publications, including Michigan Lawyers Weekly, Michigan Super Lawyers, and Grand rapids Magazine.

Susan Gell Meyers, a partner at Warner Norcross + Judd LLP, is an estate planning and business attorney who is known for her sophisticated and bespoke work with high net worth individuals and families, their family offices and their business enterprises. She provides thoughtful, holistic advice on planning that preserves wealth and business ownership while minimizing taxes and achieving the client’s purpose and intent. Susie counsels business clients on a variety of needs ranging from daily operations to succession planning to sale transactions. To help clients achieve their legacy goals, she assists them with governance and decision making, family meetings, philanthropy, shared family properties and wealth education for the next generations.

Susie has been recognized as a top lawyer in several publications, including Michigan Lawyers Weekly, Michigan Super Lawyers and Best Lawyers in America©, and she is ranked in the highest band for private wealth law in the Chambers High Net Worth Guide.

"Perpetuating A Legacy: The Erickson Metals Journey"

From humble beginnings in rural Minnesota, Dick Erickson received a scholarship to play basketball for the U. of Minnesota in the late 1950’s where he was the team captain. Upon graduation he began his career as a salesman for Kaiser Aluminum before starting his own company, Erickson Metals, in the late 1960’s. The company grew and expanded into four states. Over time several members of Dick’s family became involved in the business.

His son Troy followed his Dad’s footsteps as a Division I athlete and played soccer for the Duke University 1986 National Championship team. Troy was tangentially involved in the business while establishing a successful career as a wealth management and financial services professional.

Dick passed away in 2017 without having established a clear succession strategy. Troy then assumed a leadership position and realized a number of family, operational, and business issues had not been adequately addressed or discussed during the latter part of his Dad’s tenure. Troy teamed with EdgePoint to determine the best options (including a sale) available to maintain the legacy and preserve the value Dick had worked so hard to establish for his family. A number of these decisions were difficult and involved candid discussions with family members and long-term employees. Troy and John Herubin from EdgePoint will discuss several of the key pivot points that the business has encountered on this journey.

John Herubin serves as a Managing Director of the firm, managing client transactions, leading business development initiatives and providing leadership for the team.

He leverages his technical and business experiences to identify and advise companies contemplating ownership transition through a sale, acquisition, or management buyout. He has a proven track record of delivering creative and innovative solutions to middle market businesses, with a focus on entrepreneurs and closely-held family enterprises.

Troy Erickson has been on the Board of Directors at Erickson Metals for over 25 years and has been around the organization all of his life. He took over the company in November of 2017 as President after a successful 26-year career as a manager in the financial services business. As a leader, he thrives on the "human element" and the one-on-one interactions with clients and employees. He focuses his time fostering and developing his partners and the EMC team to strategically plan while driving the culture of collaboration, inclusion and idea sharing to foster the organization’s growth and bring EMC to the next level. His service credo consists of being responsive, supportive, communicative and employing good listening skills.

As a community person, Troy supports and has involved EMC in many organizations from cancer cycling events, multiple sclerosis walks/runs, nephrology support/programs and the Connecticut Children’s Hospital. He believes that supporting the community is essential to personal and professional development.

"Transferring the Secret Sauce: The Robins Family Succession Story"

Will Robins, the patriarch of Princeton-based Robins family, was in his sixties when founded The Payroll Funding Company, PFC, in 1996. PFC provides short-term, emergency funding for small and mid-sized businesses. Their Mission is to give business owners time to adapt and grow. Their investments and support enable companies to survive and thrive. After three years of serious discussion and planning, Susannah Albright agreed in 2020 to replace her father as CEO. That’s when the fun began…

Susannah and Will initiated the transition in 2021 and completed it in 2022. Since then, Susannah and her team have transformed the company from a founder-centric, command-and-control small business to a team-led, scalable organization.

AFHE members Bruce Benesh and Brad Fisher have participated in this transformation. Bruce is helping Susannah re-engineer the short, medium, and long-term compensation of the team, and Brad his helping her engineer Scalability into the organization, its Leadership Team, and its technology.

Susannah Albright is a seasoned executive with roots in Product Marketing and General Management. In addition to a stint in investment banking and formal training in business school, her early career focused on managing products and markets in the high tech ecosystem of Silicon Valley. She took a mid-career digression from the corporate world as an entrepreneur in the restaurant space, founding a café with a fellow Stanford classmate. This led to an executive position at a SAAS company focused on commercial kitchen equipment, AutoQuotes, a family owned company. When the CEO and Founder of AutoQuotes had a medical emergency, Susannah assisted the family in reacting to the leadership void, eventually becoming CEO, the first non founder and non family member to serve as such. After going through this family business transition, she agreed to do the same with her own family’s business. In 2021 she and her father developed a transition plan for the leadership of Payroll Funding Company based in Princeton, NJ. Since June 2022 she has been the CEO leading a scaling process to propel the company through an expansion phase.

Bruce Benesh is an executive compensation advisor with more than 42 years of experience in all facets of compensation arrangements, including strategic and tax planning relating to compensation arrangements and in international human resource consulting. Currently Bruce is the managing Principal at Benesh Consulting Group. Prior to this, Bruce was the national managing partner for Grant Thornton’s Human Capital Services and Family Business Practice. He was also the partner-in-charge of Arthur Andersen’s North American and Latin American Human Capital Practice and the Divisional President of a consulting practice for a publicly traded company.

Brad Fisher works with business leaders who want to unlock the long-term potential of their companies and their families. He speaks and writes about scalability, leadership, and family business matters. He recently published a book called Family Business Abundance.

Brad is the co-founder and Managing Partner of The Scalability Leadership Group (SLG). His company works primarily with Growth Stage Companies that want to streamline their operations and enhance their results.

He has devoted most of his career to entrepreneurship in the business-to-business, technology, healthcare, family business, and private equity investment arenas.