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Get Outsiders’ Perspective on Your Family Business

By James R. Kanner

Every successful family business eventually reaches the point where it can benefit from outside advice and perspective, though few want to open up decision making to anyone outside the family. An outside advisory board can keep the business in the family but provide it with the viewpoints of outside experts.

Unfortunately, many businesses do not consider an outside advisory board until a crisis hits. Often, that is the sudden illness of the person who runs the business, or the need to make big decisions about expansion, lagging sales, buyout offers or generational conflict. But well before a business reaches this kind of pressure point, it can benefit from the perspective of other experienced business people who serve as a sounding board for day-to-day managers and offer big-picture perspective.

Here is a checklist on how to set up an advisory board.

Keep it small. We recommend that an advisory board have three-to-five members. Although the board doesn’t have decision-making power, it is still good to have an odd number so that a vote results in a consensus recommendation. Beware of boards that are too big and unwieldy.

Don’t pick wallflowers for the board. Look for diversity of expertise, ideally people who have knowledge where your managers have less depth. Many business owners turn first to people they know, and that is fine as long as your golfing buddy or long-time friend is willing to speak up and do more than rubber-stamp whatever you are doing. An expert from academia may give you someone who has the time to study trends and see the big picture, but other members should be people with hands-on experience in running a business. Look for critical thinkers who can voice constructive opinions that will help you manage and grow your business.

You get what you pay for. We think you should pay the board because compensation tells them that you want them to take their advisory role seriously. The specific amount varies with the expertise needed, but a typical range is from a few hundred to several thousand dollars per quarterly meeting, plus reimbursement for any travel costs. To be effective, they’re spending time preparing for the meeting in the same way public company directors do their homework.

Formal is better than casual. Again, following the public company model, give your advisory board structure. Prepare agendas, meet in a business setting and keep minutes, all of which will set the right tone. We recommend that at least part of the meeting take place without managers present, which will encourage the board to speak freely about issues they see. While the board can not fix anything on its own, a closed-door discussion may make them feel more comfortable about approaching you and offering perspective on a problematic area. They’ll need time alone to come up with a way to tell you that your brother-in-law is in over his head as CFO.

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MENDENFREIMANLLP

YOUR FUTURE IS HERE®

Open up the books. You are going to have to tell them how the business works and that may mean sharing financial data and other sensitive information. Closely held businesses are often reluctant to open up their books, but without knowing your debt, revenue, EBITDA and other such data, the board’s advice is more guesswork than analysis.

Your legal counsel can help. Your attorney can prepare non-disclosure agreements for board members that will ensure the confidential information you give them doesn’t fall into the wrong hands. We also recommend that your legal counsel be accessible to the board to answer any legal questions that come up in their meetings.

Overall, the advisory board will be as useful as you want it to be. Select serious people, task them with issues that matter to your business and give them the data they need. And do not wait for a crisis. Reach out when things are going well to build the advisory board that can help you identify potential problems and opportunities and position your business for the future.

James R. Kanner is a partner at MendenFreiman, where he is part of the business, estate planning, and trust and estate administration practices. His experience includes business formation and representation, employee benefits and executive compensation, estate planning, health care, private equity and venture capital, and taxation. Kanner may be reached by email at jkanner@mendenfreiman.com.

GROWTH, PROTECTION AND TRANSFER OF BUSINESSES AND ESTATES

Get Outsiders' Perspective on Your Family Business