Here in Eastern Canada we are lucky enough to say that the majority of nature’s tantrums don’t really apply to us. Earthquakes, tornadoes, even large-scale flooding are less actual threats than concepts we store under the ‘not us’ category. And when most Islanders hear phrases like ‘cybercriminal’ or ‘malware attack’ our minds are more likely to conjure the last James Bond film we watched than a real and present danger.
While we may live in a relatively protected part of the globe, this unfortunately doesn’t mean we get off scot-free in the realm of threats to business safety. We live in a fast-paced technological environment with a high reliance on the exchange and storage of data. Regardless of whether you’ve faced trouble before, preventative measures need to be in place here and now in order to manage unexpected emergency situations and to maintain business continuity. A Business Continuity Plan (BCP) is similar to an insurance policy – paying money up front to prevent loss later. And the losses can be staggering: revenue, client trust and assets, to name just a few.
Despite recent warning signs like changing weather patterns, increased security caused by hacker attacks and large network outages, the numbers indicate than less than 50% of businesses have implemented a Business Continuity Plan. More alarmingly, it is estimated that of the 50% that have gone ahead with a plan, less than 20% have actually tested it to ensure it is effective for full and prompt business recovery.
MRSB Group has a detailed plan in place to prevent or minimize business downtime that may result from something small like a short-term power outage, or something as extreme as a disabling natural disaster. Here are some steps you can take in staging your own BCP:
- Assign staff members to plan, implement and keep current your BCP: In our case, MRSB’s partners tasked our HR Manager and IT Manager with putting the wheels in motion.
- Meet with the experts: We consulted with other local businesses, suppliers and the Prince Edward Island Emergency Measures Organization (EMO) to gather useful information.
- Devise your strategy: A good BCP includes specifics like who will take responsibility for what during an emergency, whom staff can approach with questions or problems and the steps that each staff member can take to cope with various scenarios.
- Draft your plan: Make sure you include a quick reference contact sheet, a fuller list of contacts, emergency phone numbers, checklists for staff, inventories and a building floor plan that indicates exit routes, alarm pulls and fire extinguishers. At this phase you may also need to make some changes around the office like purchasing needed IT equipment, arranging on- and off-site backups and checking inventory to ensure that every part of your business adheres to the new plan.
- Communicate to your team: Your BCP should be saved in an easily accessible place, with at least one printed copy saved in a location outside the office. Every staff member should have access to the plan and be at least generally familiar with it. If you have assigned staff to specific roles in the case of emergency, make sure they are each fully aware of what this responsibility entails.
- Ensure your plan remains current and up-to-date: A Business Continuity Plan is an ever-evolving process. Staff and location changes mean that whoever was responsible for drafting the original plan should take it upon himself or herself to keep it updated as needed.
Also important to the success of your BCP is intermittent testing of the new equipment, company roles and regulations you’ve so carefully put into place. As long as everyone in the company is on the same page and knows their responsibilities, you should be fully equipped to deal with whatever life – or the Internet – decides to throw at you.
If you’d like to learn more about MRSB’s Business Continuity Plan, contact Cory MacEwen or Kathryn Mills at 902-368-2643.
Wayne Carew, Principal & Senior Advisor and Trisha Mossey, Transaction Advisor with MRSB Mergers & Acquisitions, on making sure you choose the buying or selling route that will maximize profit and minimize risk
First off, let’s briefly define the difference between an asset sale and a share sale for those who might not be familiar with these two options. As asset sale means you are selling your business through assets, or its valuable commodities. This could be physical assets such as equipment, furniture and land, or intangible assets like goodwill and patents. In this type of sale, the seller breaks the business down into all its assets and prices each one for sale (e.g. Equipment - $4,000, Vehicles - $12,000, Office Furniture - $2,500 and so forth). A share sale means the sale is solely based on the sale of shares, which includes the assets and liabilities of the business.
There are benefits and drawbacks to each kind of sale, which every buyer and seller should know before embarking on either process. In general terms, business buyers prefer an asset sale. This is mainly because the buyer can pick and choose which assets he or she wants to buy, leaving any undesirable ones out of the equation, and negotiating on the price of the chosen assets. On top of that, the buyer avoids inheriting any liabilities that would have come with the existing business.
In contrast, an asset sale is often a less desirable option for the seller, as it can result in a larger tax bill than if the seller had sold shares. In other words, the seller is not eligible to claim the capital gains exemption of the proceeds of the sale in this scenario. The proceeds of the sale are paid to the company, not to the seller directly.
So what about a share sale? Just as an asset sale is most favourable to buyers, sellers tend to lean toward selling shares because of the capital gains exemption involved. If a business is classified as an active business for tax purposes, the seller may be able to sell the shares and pay no taxes on the proceeds. All Canadians are eligible for an $800,000 lifetime capital gains exemption, so even if someone bought shares in a business for $1 and sold them for $20,000, they would pay no tax on the sale. In other words, all proceeds from a share sale are ‘sheltered’, with the seller reaping the benefits.
Unlike an asset sale, in a share sale the proceeds are paid directly to the owner of the business and any debts and liabilities become the responsibility of the new owner. You can see how a share sale looks better to a seller from this perspective!
When it comes down to it, the difference in preference between buyer and seller often leads to negotiation so that each party feels they are getting an optimal outcome. From the perspective of an M&A professional, we want to promote full understanding between buyer and seller. All factors need to be taken into consideration by both parties and if this is done, both sides should walk away feeling as if they’ve scored a major win.