Tag Archives: Insurance

How Do You Preserve Exit Strategy Value as a Minority Owner? Five Points

Situation: A company has been in business for 38 years. The majority owner founded the company. One of two minority owners has obtaining her share position through sweat equity. Another minority owner is on the Board but is not involved in the day-to-day operations. There are buy-sell agreements in place to preserve the interests of the three owners. In the case of an exit how do the minority owners preserve the value of their shares of the company? How do you preserve exit strategy value as a minority owner?

Advice from the CEOs:

  • Details of the current arrangement:
    • All partners are currently capped at 33% ownership.
    • The expectation is that in 10 years the two minority owners will buy out the principal owner and split ownership between themselves.
  • It is far better to negotiate potential ownership position up front – at the time of entry into a business, rather than along the way. As this apparently was not the case the minority owner has two points of leverage:
    • The minority owner has a good relationship with the principal owner, a very important factor, and the owner cares about the minority owner.
    • As the minority owner develops a track record of success, this should be leveraged in addition to the relationship to assure that the interests of the minority owners are preserved.
  • Additional key points of leverage of the minority owner asking the question:
    • The option to walk away as principal manager of the business if not happy with the situation.
    • Upside value of the company.
    • The desire of all owners to maintain their current life-styles, which are dependent on income from the business.
  • Separate management and control of the business entity from day-to-day operations. These are distinct and different areas of focus.
  • Another option to consider is the use of insurance policies to fund a buy-out of the majority owner.

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How Do You Control Insurance Expense? Four Options

Situation: A CEO has seen the expense of employee benefits, particularly the cost of health insurance, grow higher than the inflation rate in recent years. There are no indications that this will be reduced. Employees appreciate their benefits, and in the current environment the CEO is hesitant to reduce them. What alternatives are available? How do you control insurance expense?

Advice from the CEOs:

  • To control rises in healthcare benefit costs, consider offering high deductible health insurance combined with company contributions to HSA Accounts. This combination can be less than current health coverage and may reduce the cost inflation of these benefits.
  • Another alternative is to raise the deductible on medical insurance provided but cover the deductible differential for employees.
  • Consider a benefits administrator to assist in putting together a benefits package to reduce costs. There are many alternatives available.
  • Another big expense is Workers’ Comp (WC). The group shared strategies to control WC expense. Investigate those that apply to the company’s business model.
    • Make sure that the company is coded in the proper category – if not the company may be paying a higher rate than required;
    • Develop a proactive company safety policy, with documentation – this can gain discounts from some insurers;
    • Industry or trade associations have developed ADR components for association members to help control costs;
    • Investigate eliminating the medical coverage component on auto insurance for company cars that employees use to drive home. This may already be covered by WC;
    • Shop insurance providers for WC coverage – some will quote more competitive rates to get the company’s business;
    • Challenge the amount of WC reserves that are required for outstanding WC cases – the insurers may be assuming an excessive reserve to cover contingencies and charging the company for this excess;
    • If the company’s insurer is maintaining an employee on the WC list pending resolution of the claim for an excessive period, push them to resolve the case quickly;
    • Eliminate optional employees (e.g., officers) from WC coverage.

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What is the Best Way to Utilize Excess Year-end Cash? Three Perspectives

Situation: A company has excess cash at the end of the year. Options are to distribute the excess in bonuses following a challenging year, or to invest in the company. Two questions: how should the company structure a bonus distribution, and how would the company best invest the excess cash? What is the best way to utilize excess year-end cash?

Advice from the CEOs:

  • Evaluating bonus options.
    • One company uses a published step-function bonus program, with the steps tied to company profitability, and performance against individual objectives.
    • Include evaluation and scoring on company core values as part of the overall performance evaluation scheme.
  • What’s the best way to utilize the current cash surplus?
    • Use the current surplus to reduce debt or invest it in the future of the company. Build value. Retained earnings are fine even if the company’s accountant is concerned about tax consequences.
    • Consider purchasing life insurance, or other tax-favored deferred-compensation for partners and key employees. Cash bonuses get spent by recipients, whereas tax-advantaged deferred compensation programs build future value for the team.
    • Consider using the excess cash to buy the building.
      • The company can afford a sizeable down-payment.
      • Negotiate a favorable purchase price at a reasonable interest rate.
      • Doing this, monthly lease payments become monthly payments toward ownership of the building and additional value for the firm.
      • Consider purchasing the building under a separate corporate entity, even if ownership of this second entity is identical to current ownership. This may create tax advantages.
  • What do company owners keep in pay versus investing in the future?
    • Keep the cash needed to run the company, plus a bit. Focus on securing the long-term value of the company.
    • “If you take care of the company, the company will take care of you.”
    • If excess cash is invested in the firm, assure to retain long-term access to the value invested. There will be times when the company will need the cash.

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How Do You Avoid Payment Pickles? Five Options

Situation: A company has clients who are not paying on schedule for projects. If the company stops or delays work, the clients say this is why they aren’t paying. The CEO needs to find a solution that clarifies and codifies responsibilities of both the company and its clients. How do you avoid payment pickles?

Advice from the CEOs:

  • Look at the contract templates and adjust them to better meet the company’s needs.
    • Change the contract obligations – so that the company is not liable for failing to complete on time when the client does not pay.
    • Increase the frequency of client payments so that the company is paid on a more timely basis.
    • Document all payment promises in the contract, including clear penalties for untimely payment and the company’s ability to stop work if payments fall short.
    • Look for an insurance product that insures the company for clients’ failure to pay – include the cost of this policy in the job quote.
    • Always hold back something critical until the final payment is received.
  • Rebrand the company to improve the business proposition.
    • Highlight the founders’ credentials – use this credibility to differentiate the company from the competition.
    • Expand the company’s presence in customized solutions, tailored to meet customers’ needs.
    • Work the high-end solutions network to get to the high-end clients.
    • Obtain D&Bs on clients before signing contracts.
    • Find the founders passion and focus on this to build the business.
    • Build what the customers want and deliver on schedule.
    • Present multiple options to new clients – a basic option for a competitive price, with add-ons similar to car dealers who use add-ons to boost the value of the sale.

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How Do You Structure a Small Company Board? Five Suggestions

Situation: A small tech company’s Board of Directors is made up primarily of founders and advisors. The CEO wants to know how other companies structure their Boards. Concerns include increasing accountability of management, obtaining an objective view of company operations so to counteract group-think, and accessing opportunities for strategic alignment. How do you structure a small company Board?

Advice from the CEOs:

  • In a small company, the fewer the number of board members and owners, the better. There are two considerations: control of the destiny of the company and complexity of the transaction in case of an investment or buy-out opportunity.
  • It is important to differentiate major from minor shareholders, including incentive-based owners.
  • What are the advantages of a Board of Directors?
    • Sounding Board – a group that can help management evaluate product and market opportunities.
    • Accountability – Board meetings provide an opportunity to assure that leadership and management are focusing on the best opportunities for the company.
    • Exit – knowledge of the industry, ties and introductions to potential acquirers.
  • Given new Federal regulations, the proper role of a Board has changed. Key responsibilities of Boards include:
    • Oversight of Corporate Governance.
    • Fiduciary Responsibility – to the shareholders.
    • Work with local or regional experts on Board role and structure. Experts can provide introductions to potential Board members that fit the company’s needs.
    • Good Board members will want Directors and Officers Insurance coverage.
  • Consider developing an Advisory Board, to compliment a stronger Boards of Directors.
    • Look at the key talents that the company is missing internally.
    • Ask friends, business partners and associates who they know who can add these talents.
    • Before kicking off a formal Advisory Board, start with informal discussions. Consider a facilitated dinner to share ideas.
    • One company has eight outside advisors who each receive 1/8 of a percent of the shares of the company for three years of service. The share offer required for service may be a function of the eventual forecasted exit value of the company.

Special thanks to the late Bill Rusher for his insight and contribution to this discussion.

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How Do You Hire Your First Employee? Seven Suggestions

Situation:  The CEO of an early stage company has identified a person to help her as an assistant. This will be her first real employee. Prior hires have been contractors who have been paid on revenue generated. This individual’s salary will be an expense without clear association to revenue. What guidelines do you suggest as she makes this hire? How do you hire your first employee?

Advice from the CEOs:

  • Create a cash flow projection to make sure that you have the cash to afford an employee.
  • If you consistently expect 40+ hours of work from this individual, consider a salaried position which will give both of you more flexibility.
  • Paychex currently handles your payroll and benefits. Work with them to make sure that all labor law compliance issues are covered. Also, consider hiring a labor law consultant to help you avoid minefields.
  • Do a background check even if you have known this individual for a long time.
  • Consider working with a professional employment organization that can provide back-office HR support for you.
  • An employee handbook is unnecessary at this point. However, think through how you will want to handle issues that may come up including vacation, benefits and paid/unpaid leave like bereavement leave. Document these for inclusion in a future employee handbook.
  • Under the current health care law employers with less than fifty employees are not required to provide health benefits without paying a penalty. This may change as the law continues to evolve.

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How Do You Introduce a New Solution Without Asking for a Change in Behavior? An Approach

Interview with Kiran Kundargi, CEO, Apsora

Situation: A company seeks the best way to introduce a novel health monitoring solution. The challenge is that people don’t want to change their routines. If you can creatively fit into existing routines with minimal behavior change this facilitates adoption. How have you introduced a new solution without asking for a change in behavior?

Advice from Kiran Kundargi:

  • As the population ages health care costs rise. A solution that can reduce healthcare costs while allowing more seniors to remain in their homes this can significantly reduce health care costs. The sticky part is making this solution a part of the elder’s and their family-caregiver’s daily routine.
  • Our solution is to seek the low hanging fruit – post-hospital discharge recovery at home. Seniors who have been discharged from the hospital following treatment or surgery often receive strict instructions to take their medication, adjust their diets and engage in regular exercise. This requires changes in the senior’s routine, and non-compliance is a leading cause of readmission.
    • Effective October 2012, Medicare will stop paying hospitals for readmissions that it deems avoidable. This forces hospitals to take a more active role in follow-up care following discharge. Our online health monitoring service, Nclaves, provides a low cost solution.
    • Nclaves facilitates communication between the elder and his or her children and grandchildren using Internet and hand-held technology. This enables family to help their senior comply with post-hospital instructions.
  • We approach this opportunity in four phases.
    • We start by using the Internet. We have made our solution easy for physicians and hospitals to find. Internet activity is supplemented with presentations to monthly meetings in hospitals. By acting as an information resource on the change in Medicare regulations, we can introduce our solution to those who will suggest it to patients. Early adopters will enable us to build case studies demonstrating both technical viability of our solution, benefit provided to patients, and impact on readmission rates and cost of care.
    • Next, we will approach large employers. Employers understand that increases in hospital costs will adversely affect the cost of insurance benefits for their employees. We want them to include Nclaves as part of their employee health and wellness programs.
    • The third step is insurance companies. These companies have the leverage to specify and suggest options to both patients and providers.
    • Our final step is broad market acceptance. Once both payers and providers are on-board, we will be ready to work through alliances, the Internet and broader public relations and advertising campaigns to build market acceptance.

You can contact Kiran Kundargi at [email protected]

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How Can You Use Web and Mobile Tech to Bridge Different Worlds?

Interview with Jason Langheier, MD, MPH, Founder and CEO, Zipongo

Situation: The Internet and social media provide opportunities to bridge seemingly distinct worlds through common interests. For example, grocery chains that sell healthy foods and health insurance companies might be brought together through a common interest in healthy eating habits. How can you use web and mobile technology to bridge these two worlds?

Advice from Jason Langheier:

  • Interests and industries which are at first glance distinct can be brought together using the power of the Internet and social media. For example, Let’s Move and the Partnership for a Healthy America have nudged national food retailers and grocers to improve the health of their offerings in an effort to fight childhood obesity. Success here can benefit health insurers because obesity leads to increased healthcare costs through its link to diabetes and other complications. The potential of subsidies from health insurers to promote and generate healthy food choices is interesting to food retailers, but requires new incentive and recommendation systems.
  • We want to help people harness their motivation to build lasting new eating and activity routines. We do this through rewards based commerce, supported by social networks and gamification to help reach one’s health goals. We focus on choices that people make in daily living like grocery and restaurant choices and physical activities. We highlight alternatives, create simple recommendations, and make it easy to act on those recommendations. We encourage repetition of positive choices through a feedback loop which is tailored to the individual.
  • Commitments made within a social network are more likely to stick than promises to self. We leverage existing social media networks and offer incentives for referring friends. Friends help friends make better choices by encouraging them to read labels and buy healthier foods at the moment of purchase.
  • It is important to keep the user interface simple, especially at first. Many of the most successful applications initially present simple yes-no choices. From a tracking standpoint, this also minimizes variables and improves data measurement. Featuring high contrast action buttons on our site also helps prompt decisions.  There is a sweet spot on a commerce site between presenting an overwhelming array of options, and too few choices – which we assess through A-B testing.  By starting simply and building complexity slowly we build a baseline control scenario, then vary choices simply off the baseline to improve results.
  • The entrepreneur seeking to truly achieve a social mission must plan for both the short and long-term. In the short-term, it is critical to build milestones which will demonstrate financial feasibility and sustainability for potential investors. However a long-term perspective is also essential, particularly when one is interested in long term behavioral and economic impact.

You can contact Jason Langheier at [email protected]

Key Words: Internet, Social Media, Food, Insurance, Health, Common, Interest, Software, Bridge, Entrepreneur, Partnership for a Healthy America, Incentive, Tracking, Reward, Commitment, Behavior, Change, Friend, Simple

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How Will You Care for Aging Parents? Four Considerations

Interview with Barbara Smith, CEO, Ask Barbara

Situation: Many executives in their 50s and 60s have parents in their 80s and 90s. When parents can no longer take care of themselves, there are important decisions to make regarding long-term care. What considerations are important to these decisions?

Advice:

  • The most important challenge is that we often don’t want to think about these decisions.
  • There are three legs of the stool when it comes to later life planning.
    • Regular life insurance for family and final arrangements.
    • Financial planning to assure that you will have the assets to provide for yourself in later life.
    • Long-term care insurance can expand alternatives and help defer the cost of later life care.
    • Also, an estate planning attorney can shield assets if Medicaid will cover the expense of later life care.
  • The aging population is rapidly changing the demographics of later life care provision.
    • In Santa Clara County, California 16% of the population is currently 60+. This will go up to 25% by 2040.
    • Baby Boomers who waited longer to have children may have small children and aging parents at the same time. If a family member currently cares for elders, what will happen if they return to the workforce?
    • Medicare and Medicaid cover hospital and skilled nursing, but not assisted living. Long-term care insurance is important for those in their 50s and 60s and is less expensive if purchased earlier.
  • Needs and alternatives are changing as the generations change.
    • In contrast to their parents, Baby Boomers are more open to late stage options. They look for amenities and social environments that will enable them to stay active.
    • The village concept is gaining momentum – communities of like-minded seniors who will move into a community, often at a younger age than earlier generations.
    • Current elders are healthier than Boomers, and even more so than younger generations due to better diet and exercise habits. This has implications for both the care needs and options available to the younger generations as they age.
    • Technology will come into play in new ways. Current products assist in tracking and dispensing medications. There are also fall-alert devices and nanny cams to monitor parents in case of emergencies. Many more will be developed.

You can contact Barbara Smith at [email protected]

Key Words: Long-term care, Generations, Planning, Urgent, Insurance, Financial Planning, Long-term Care Insurance, Estate Planning, Demographics, Baby Boomer, Depression, Family Care, Assisted Living, Village, Health

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Merging or Selling the Company – How do we Retain Key Staff? Five Suggestions

Situation: The Company has a merger / sale of the company pending. While most direct staff will be retained, roughly half of the indirect staff may be at risk. The CEO’s objective is twofold: to retain key indirect talent before and during transition, and to do right by those who have made strong contributions to the company.

Advice from the CEOs:

  • One member dealt with this a few years ago. They set up a retention fund for important but potentially impacted employees in advance of the anticipated transaction. The longer the employee stayed with the company through the transition, the larger the payout for which they were eligible. In the case of no transaction, the funds were to be returned to the company.
    • An alternate version of this option is to use insurance to fund a retention package for a group of key employees. This package may or may not be required depending upon the transition.
  • For potentially impacted employees, consider a retention package that rewards them for staying long enough to train the purchaser in their areas of expertise.
  • Look at outplacement services as part of the package for employees. Let employees know that this is part of the package if they are not retained post transaction.
  • Seek outside consultant expertise to assist in the design and administration of a retention package. Also look at your own network, and seek the advice of others who are well-versed with the technical aspects of employee transition.

Key Words: Merger, Sale, Employee Retention, Insurance, Outplacement  [like]