Few things are more likely to throw parties into litigation than a disagreement over the value of the business upon the death, departure, divorce, or disability of one of the shareholders. Disputes following departures can threaten the stability of the business, and cause pain and confusion in a family at a time that is often already painful and confusing.

The professional status quo for buy-sell agreements, or what some might even call “best practices,” falls woefully short of the ideal, providing the informed professional team an opportunity to add significant value.

Based on a fabulous, real-life case study, you will learn how professionals fail their clients as to buy-sell agreements, and how to approach this important conversation with your clients from a practical and powerful perspective before it is too late.

The buy-sell agreement is a foundational shareholders’ agreement for any business with two or more shareholders. The conversation between the partners, which must ensue to generate a thorough and meaningful buy-sell agreement, will add value beyond the significant risks managed by the document. The conversation can deepen the firm’s vision and strategic plan for the future, teeing-up an exit plan in the process.

Your faculty for this Roundtable includes three uniquely qualified experts on the topic:

Chris M. Mellen, ASA, MCBA, ABAR, CM&AA, MBA is the president of Delphi Valuation Advisors. He has performed 2,000 business valuations over 22 years for such purposes as exit planning, buy-sell agreements, tax compliance, strategic planning, financing, acquisitions, purchase price allocation, goodwill impairment, estate planning, marital dissolution, shareholder disputes, and appraisal review. He has served on several valuation committees, published several articles, led numerous seminars, and provided expert testimony in court. Chris is co-author of Valuation for M&A: Building Value in Private Companies, second edition. Prior to founding Delphi, he held senior level positions in the valuation departments of two major accounting firms and one national valuation firm.

Rob Lang is a litigation partner at the Chicago office of Thompson Coburn. Rob has represented minority owners, majority owners, management and companies in “business divorce” and valuation cases. Rob’s successful results for his clients have been reported in the Chicago Sun-Times, the Chicago Tribune, Crain’s Chicago Business, the Gary Post-Tribune and other media. Rob has taken his litigation experience and counseled clients how to best avoid disputes in the first place, through thoughtful drafting of shareholder, operating and partnership agreements, as well as other preemptive measures.

Daniel A. Guglielmo, J.D.is the founder and managing partner at TrustDesign, a private wealth-planning firm for the entrepreneur. He is also a co-founder of XPX Global and Chairman of XPX Boston and the Owners’ Academy committee. Dan, with 25 years of experience as a private wealth planner and a background as a tax and securities attorney, provides a unique set of services tailored to the entrepreneur and his or her family. These include:

• Exit Planning Services – Coaching Owners to their Biggest Payday

• Facilitation Services for Buy-Sell Agreements and Management Buy Outs

• Traditional Wealth Planning, including estate planning, financial advisory services and implementation and funding solutions such as Life Insurance, Long-term Care Insurance, and Annuities.

Thank You to Our Meeting Sponsor

Where: Babson College, Olin Hall, Room 120 Wellesley, MA
Time: 7:30 Registration, 8:00 – 10:00 AM Program A continental breakfast will be served.
Investment: Members: $20, Non-Members: $40 (Registrations at the door an additional $10)
If you need to cancel your paid registration for this event due to unforeseen circumstances, please call our administrator at 978-392-7929 and she will add your name to the attendee list at no additional charge for the next event.

What Does Transferable and Sustainable Value
Have to do with Maximizing the Sale Price at Exit?

Few would disagree that building and selling a business is as much art as it is math. When it comes to valuing a business, art is a fair comparison because beauty is in the eye of the buyer. This, however, does not mean that the seller should avoid gaining an appreciation for the finer points of business valuation. Indeed, it is well documented that buyers who pursue these finer points sell for more.

The concept of “value,” especially when it comes to privately held enterprises, is a loaded word. There are two camps: owners and everybody else, which includes those with the capital. This Owners’ Academy will focus on helping owners do two things:

• Understand what sources of capital (buyers and creditors) find valuable when considering funding a business or its transfer;
• What the buyer’s “analytics” on value might teach an owner about how to build transferable and sustainable value as he manages the growth and eventual exit from his business.

The Owners’ Academy at Babson College is committed to helping owners like you convert the value of your business into meaningful personal wealth. At the Owners’ Academy entrepreneurs engage in a dynamic and rigorous dialog about the creation of sustainable and transferable value in their enterprise, with the explicit goal of passing the business forward to create meaningful personal wealth and fulfillment. The Academy is founded on the premise that owners want results; they want action and learning to keep their edge and ultimately achieve their goals. To create the best-possible environment, learning will take place in a casual, owner-to-owner setting.

The Owners’ Academy is a special place for private business owners. Regardless of market conditions, business ownership and management is a full-out challenge. We have learned that a holistic and collaborate approach can be the vital difference.

Our Panelists:

Mario Ricciardelli, Founder & CEO, HipHost, LLC

Cos Mallozzi, former Chairman and CEO, Gibbs & Soell Public Relations

Moderator – Les Charm, Lecturer, Babson College

Where: Babson College, Olin Hall Room 102, Wellesley, MA

Time: Registration begins at 9:30 AM, Program 10:00 AM – Noon, A continental breakfast will be served.

Investment: XPX Member & Owner: $150 ($50 for additional owners if an advisor chooses to bring more than one.) An owner may attend without an XPX Member at the cost of $75.

Who: XPX Members in good standing, provided they are accompanied by an owner and have read and agreed to our non-solicitation guidelines. Upon registering you will be emailed the non-solicitation guidelines. Please read it and confirm via email to our administrator that you agree to the terms. When you reply to this email, please provide the contact information of the owner that will accompany you at this event.

Thank You to our Sponsors

Bios:

Mario Ricciardelli, Founder & CEO, HipHost, LLC

Mario has been in the travel industry for over 23 years. An Entrepreneurial Studies major graduate fromBabsonCollege, Mario founded the school’s first on-campus student travel agency in 1987. After building his dorm room venture over the next 17 years, Mario successfully harvested StudentCity.com by selling it to TUI Travel, PLC in July 2004.

With a vision of consolidating the highly fragmented student travel industry, Mario then spearheaded the acquisition of 13 North American student travel companies representing over $60 million in transactions, subsequently building one of the world’s largest student travel organizations. In 2010, TUI Student Travel serviced over 200,000 students with unforgettable educational travel experiences and generating close to $150 million in revenue.

Mario left TUI in October of 2010 to pursue a new entrepreneurial venture. In the summer of 2011, he started HipHost.com, a peer-to-peer market place for private tours and activities. The online platform enables anyone to discover, create and sell unique activities hosted by locals.

Mario is a nationally recognized authority in the field of student travel. He has been featured in such popular publications as The New York Times, USA Today, The Boston Globe, and The Portable MBA in Entrepreneurship. In addition, Mario’s business has been the subject of fourBabsonCollege case studies ranging on topics from managing rapid growth to successful venture harvesting. A member of YPO (Young Presidents Organization) and Hub Angels, Mario has been an active advisor and investor in several early stage ventures. He currently sits on the board of VacationHomeRentals.com, Geezeo, and acts as an advisor to several Boston-based startups.

Mario resides in Marblehead, MA with his wife, three children, and a disobedient, but loveable Maltese. He is a frustrated golfer and a yet to be seriously injured skier.

Cos Mallozzi, former Chairman and CEO, Gibbs & Soell Public Relations

Cos has more than 35 years of experience in consumer and business-to-business product/brand marketing, government, public affairs and corporate public relations. Cos joined Gibbs & Soell in 1975, was named president in 1986, CEO in 1992, and chairman in 2009. He retired this past February. As CEO, Cos drove the agency’s strategic vision and fueled its overall growth to nearly $20 million in revenues in 2009, establishing G&S as a leading independent communications firm specializing in science, technology and business innovation. Under his leadership, the New York-based agency expanded its global footprint to include its international hub in Zurich, Switzerland, and gateways to Asia and Latin America via strategic partners in Beijing, Shanghai, Tokyo and Miami, respectively. Prior to G&S, Cos worked in public relations for Siena College and Hudson Valley Community College.

Cos has served on various committees including the Executive Committee of the Council of Public Relations Firms. He currently is on the Board of Directors of The Scleroderma Foundation headquartered inDanvers, MA. He holds a B.A. in Journalism and Public Relations from Syracuse University.

Les Charm, Lecturer, Babson College

Professor Charm has been a partner in the firm of Youngman & Charm since 1972. The firm specializes in directorship functions for firms owned and operated by entrepreneurs and in assisting companies that are experiencing operating and/or financial problems. Youngman & Charm has operated in a variety of industries, channels of distribution, and has been involved in many successful financings and acquisitions and mergers.

From 1977 through 1990, Professor Charm was chairman and president of a major distributor and specialty retail chain. He has been active in other specialty marketing companies, and served as a member of the Board of Directors of the International Franchise Association. He was a director of the National Association of Corporate Directors-New England. He currently is on the board of several firms where he generally sits as the lead director.

Professor Charm has taught throughout the world on a variety of topics regarding entrepreneurship and governance. He is on the President’s Council at Babson, and is the recipient of the Appel Award for Entrepreneurship.

• Help keep difficult personalities from tanking the negotiation;
• Harness the power of narrative to understand underlying interests which can then lead to resolving the stalemate; and
• Utilize the mindset of possibilities, so that both parties can achieve a win/win

David A. Hoffman is the founding member of Boston Law Collaborative, LLC, and teaches the Mediation course at Harvard Law School, where he is the John H. Watson, Jr. Lecturer on Law. David’s practice is focused on resolving conflict in business, family, and employment cases. He has served as mediator and/or arbitrator in more than a thousand commercial, family, employment, construction, personal injury, insurance, and other business cases.

David, the past chair of the ABA Section of Dispute Resolution, has published two books on the subject of dispute resolution: Massachusetts Alternative Dispute Resolution (with Prof. David Matz) (Butterworth Legal Publishers 1994, 2d ed. 1996) and Bringing Peace into the Room: How the Personal Qualities of the Mediator Impact the Process of Conflict Resolution (with Daniel Bowling) (Jossey-Bass 2003).

Where: Babson College, Olin Hall, Needham Wellesley Room, Wellesley, MA
Time: 7:15 – 9:00 AM A hot breakfast will be served.
Investment: Members: $50, Non-Members: $70 (Registrations at the door an additional $10)
If you need to cancel your paid registration for this event due to unforeseen circumstances, please call our administrator at 978-392-7929 and she will add your name to the attendee list at no additional charge for the next event.

Where: Papa Razzi, 16 Washington Street, Wellesley, MA
Time: Networking 5:30  – 6:15 PM,  Buffet Dinner 6:15 PM, Cash bar
Investment: XPX Member: $45 (Registrations at the door an additional $10)

Thank You to Our Sponsor

Parking is available to the side and rear of the restaurant. Additional complimentary parking is available after 4pm in the lot directly across from the restaurant, at 1 Washington Street.

Some questions which will be discussed:

• What’s the difference between the two?
• What are VC/PE firms looking for when they determine where to invest?
• What does the economic model look like for the business owner/founder?

Moderator
Jeremy Halpern, Partner, Nutter, McClennen & Fish, LLP

Panelists
Geraldine Alias, Principal, North Bridge Growth Equity
Matthew Witheiler, Principal, Flybridge Capital Partners

Thank You to our Sponsor

Where: Babson College, Olin Hall, Olin Auditorium, Wellesley, MA
Time: 7:15 – 9:00 AM A hot breakfast will be served.
Investment: Members: $50, Non-Members: $70 (Registrations at the door an additional $10)
If you need to cancel your paid registration for this event due to unforeseen circumstances, please call our administrator at 978-392-7929 and she will add your name to the attendee list at no additional charge for the next event.

Jeremy Halpern is a Partner at Nutter, McClennen & Fish, LLP and a member of the Board at MTDC, the Venture Capital arm of the Commonwealth. Jeremy’s practice focuses on private equity, venture capital, and angel financing transactions, mergers and acquisitions, equity and entrepreneurial compensation matters, and general start-up support. Jeremy spends a large portion of his time connecting with and supporting the entrepreneurial ecosystem in New England. Concurrently, Jeremy serves as the Chairman of The Capital Network, a Boston-based non-profit that provides education to entrepreneurs seeking early stage capital, and as an Adjunct Professor of Entrepreneurial Leadership at Tufts University. He is currently a Connector in the Boston World Partnership, and is the founder of JETPAC, a grant program assisting entrepreneurs with access to learning and networking opportunities.

Geraldine Alias is a Principal at North Bridge Growth Equity where she focuses on growth equity investment opportunities in tech-enabled businesses, information services, software, healthcare IT, and Internet applications. Prior to joining North Bridge, Geraldine was a Principal at Volition Capital, a Vice President at Fidelity Ventures and an associate at Battery Ventures, where she started her career in principal investing. Prior to starting her career in principal investing, Geraldine was a business analyst in McKinsey & Company’s Silicon Valley office, where she provided strategic and operational advice to telecommunications and enterprise software companies.

Matt Witheiler is a Principal at Flybridge Capital Partners whose investment interests and experience broadly cover companies and technologies across the information technology sector including financial technology, digital media, and semiconductors. Matt currently represents Flybridge Capital Partners on the board of Convoke Systems and serves as an observer on the boards of DataXu, Sand 9 and a portfolio company working in stealth. Matt was previously a director at Ready Financial (merged with AccountNow). He also sits on the board of The Capital Network and is a Founding Executive Committee Member of FirstGrowth Venture Network, a network of venture and angel investors supporting first and second time entrepreneurs building exciting companies in the New York area. Prior to Flybridge, Matt spent seven years in various roles in the high technology industry, both within industry as well as in investment banking.

Thank You to our Sponsor

Would you say that the following statements describe your or your client’s organization?

•Information is shared openly

•Mistakes are tolerated and encouraged as a way of learning

•The culture is innovative and creative

Or these?

•There is an abundance of ‘water cooler’ talk

•There are numerous ‘meetings after meetings’

•The only way to get ahead is to withhold or hoard information

CXO Leadership Institute Founder and CEO, Phillip C. Thomas, a successful 5 time public and private company CEO, will lead an interactive discussion around a fresh, innovative approach to leadership performance developed from the pragmatic perspective of an experienced CEO. Led by a successful senior executive, not a training theorist, we will discuss such key questions as:

•Who Do You Trust – And Why?

•Why Other People Trust You – And Why They Don’t.

•Organizational Trust Verses Personal Trust.

•The Practical Economics of High and Low Trust Organizations.

We will also discuss 13 everyday behaviors common to high trust leaders and organizations around the world, behaviors that will change everything in the organization that masters them, beginning, ideally, with the executive team. This discussion will be aided by examples that demonstrate how trust affects everything in the five spheres of our existence – personal lives, business lives, the place we work, the marketplace, and society at large.

Drawing from our collaborative relationship with the Covey Leadership Center and The Speed of Trust organization led by New York Times best-selling author, Stephen M. R. Covey, this discussion is one you will not want to miss.

Phil Thomas is an experienced public and private company senior executive. He is a five-time CEO having led both private and public companies. Prior to his business career, he served eight years with distinction as a decorated U.S. Naval Intelligence Officer and subsequently completed executive development courses at the Harvard and Stanford Business Schools.

During his 30 year military and business career, he has traveled extensively throughout the world and was twice named as a finalist in the Ernst and Young “Entrepreneur of the year” award program; several of his companies received awards such as “Most Innovative New Product”, “Best High Tech Company”, and twice as one of the “Top 100 Best Managed Companies in California”. He has been featured in a two page, color article in Forbes Business Magazine and has appeared in a variety of industry publications.

Where: Babson College, Olin Hall, Needham Wellesley Room, Wellesley, MA
Time: 7:15 – 9:00 AM A hot breakfast will be served.
Investment: Members: $50, Non-Members: $70 (Registrations at the door an additional $10)
If you need to cancel your paid registration for this event due to unforeseen circumstances, please call our administrator at 978-392-7929 and she will add your name to the attendee list at no additional charge for the next event.

Where: The Conference Center at Waltham Woods, 860 Winter Street, Waltham, MA  Directions

Time: 5:30 – 8:00 PM

Investment: Members: $25, Non-Members: $45 Includes one drink ticket and hors d’oeuvres

(Registrations at the door an additional $15)

Thank You to our Sponsor

Chip and Kevin have very different business experiences. But what they have in common are riveting stories about their rich experience, which will inform your unique journey and help you to make strategic decisions about your sales transaction. Their combined experiences include a management buyout, an Employee Stock Ownership Plan (ESOP), sale to a private equity firm and a sale to a strategic buyer. Joining Chip and Kevin on the panel is Shannon Zollo, an attorney with a prominent law firm who specializes in guiding owner-managers like Chip and Kevin through their sales transaction process. Shannon, also on the Board of Directors for The Boston Exit Planning Exchange (XPX Boston), will add perspective and color to the dialog. For more details on the three panelists, see below.

The Owners’ Academy at Babson College is committed to helping owners like you convert the value of your business into meaningful personal wealth. At the Owners’ Academy entrepreneurs engage in a dynamic and rigorous dialog about the creation of sustainable and transferable value in their enterprise, with the explicit goal of passing the business forward to create meaningful personal wealth and fulfillment. The Academy is founded on the premise that owners want results; they want action and learning to keep their edge and ultimately achieve their goals. To create the best-possible environment, learning will take place in a casual, owner-to-owner setting.

The Owners’ Academy is a special place for private business owners. Regardless of market conditions, business ownership and management is a full-out challenge. We have learned that a holistic and collaborate approach can be the vital difference.

More About our Panelists:
Chip Johns is an entrepreneur who built a company through organic growth and acquisitions and managed the sale of his company to a strategic competitor. In 1986 Chip and a partner acquired the name and tooling of a shuttered small boat manufacturing company, Vanguard Sailboats. From 1986 until 1996 Chip built the company into one of the world’s prominent manufacturers of small racing sailboats. Production went from 16 boats to 800 boats per year. Vanguard Sailboats was chosen to supply the boats for the 1992 Olympic Games. Vanguard Sailboats acquired the Sunfish, Laser, and several other brands and production capability in 1997. Chip managed the acquisition and integration of the two companies. Over the next 10 years Chip built a management team which ran Vanguard and lead that team to significant growth through new product development, add on acquisitions, and organic growth of existing products. Chip managed the sale of Vanguard to a European competitor in 2007 and retired from the business.

Kevin Comer is currently the Chairman of Vision Technology. In 1995 when he was the President of Vision Technology he and a partner bought the company in a management buyout. In 2004 he bought out his partner when the firm’s revenues were $3.5 million. By the time Kevin sold Vision Technology in 2008 to a private equity firm, the revenues had increased to $14 million. In the last five years, since the sale, the company has focused on business strategy, planning, administration, technical development, and assisting relationship development with key new and existing clients.

Shannon Zollo, a partner at Morse Barnes-Brown & Pendleton, has a reputation in the greater Boston business community as a leading deal attorney, frequently representing owners with similar profiles to our two other panelist, Chip and Kevin. His rich, “in the trenches,” experience gives him a unique and valuable vantage point about the deal process. Shannon will add color and perspective to Chip’s and Kevin’s stories, with the specific intent of helping our attendees think more strategically about how to design and negotiate their own transaction. Shannon has extensive experience representing the buy-side as well, including both strategic and financial buyers. He understands the buyer’s mindset and will share with our audience what makes an acquisition target most attractive to the buyer.

Dale Edmunds, Program Facilitator, is a Managing Director of U.S. Trust, which is Bank of America’s private wealth management business.  He advises high net worth individuals and their families in the areas of investment management, financial and estate planning, trust services, credit and philanthropy.  Given his previous experience as a commercial lender working with middle-market and large corporate companies, Dale focuses on business owners and executives of Fortune 500 companies, where he is able to understand both
the personal and business issues that his clients confront and that are often closely intertwined.

Where: Babson College, Olin Hall Room 120, Wellesley, MA
Time: 10:00 AM – Noon
Investment: XPX Member & Owner: $150 ($50 for additional owners if an advisor chooses to bring more than one.) An owner may attend without an XPX Member at the cost of $75.

Who: XPX Members in good standing, provided they are accompanied by an owner and have read and agreed to our non-solicitation guidelines. Upon registering you will be emailed the non-solicitation guidelines. Please read it and confirm via email to our administrator that you agree to the terms. When you reply to this email, please provide the contact information of the owner that will accompany you at this event.

Thank You to our Sponsors

Panelists
Brian LeClair – his company, Rockwood Accounting, was acquired by High Street Partners
John Snyder – his company, HCR, was in a merger/strategic partnership with Telamon Insurance
Jane Johnson – her company, Co Active Consulting Group was acquired by a large regional accounting firm

Moderator
Travis Drouin, MFA – Moody, Famiglietti & Andronico

Where: MFA – Moody, Famiglietti & Andronico, One Highwood Drive, Tewksbury, MA
Time: 7:30 – 9:30 AM
Investment: Members: $20 per event, Non-Members: $40 per event
(Registrations at the door an additional $15) Seating is limited.

3-Part Series
September 8, 2011 – Gesmer Updegrove LLP, 40 Broad Street, Boston, MA
October 13, 2011 – Harvard Club, 1 Federal Street, Boston, MA (Sponsored by Webster Bank)
November 10, 2011 – MFA – Moody, Famiglietti & Andronico, One Highwood Drive, Tewksbury, MA