Victoria Hayward, CEPA®, CPWA®, CIMA®, CRPS®, CRPC®, CDFA®, CFP®

Exit planning means exiting your business by selling your company to a third party (such as a private equity firm) or transferring ownership to family members - or to employees, through Employee Stock Ownership Plans (ESOPs). Business succession is complex and requires a thorough understanding of multiple financial disciplines.

I earned this certification through the Yale School of Management in order to better serve my clients and their families with deep and advanced knowledge - in specialized areas of wealth planning and preservation, sophisticated tax management and wealth transfer tools, and considerations for legacy planning, along with family dynamics.

I obtained my CIMA^® designation through the Wharton School at the University of Pennsylvania. It attests to my proficiency in not only investment manager research and selection but portfolio construction and asset management. With thousands of investment considerations competing for my clients' business, I felt it was critical to be able to analyze them beyond performance.

I earned this designation to provide plan sponsors with knowledgeable advice on maximizing the effectiveness of their qualifed retirement plans. It has greatly enhanced my ability to provide these clients with guidance on plan design, administration and maintenance.

Awarded by the College for Financial Planning, this designation assures my clients that I am well versed in developing both pre-and post-retirement strategies. Clients look to me for advice and guidance in such disciplines as retirement income and distribution planning, as well as employer-sponsored retirement plans.

This credential signifies my ability to help divorced clients understand and address the issues on which their future financial security depends.

Disclosure The use of the CDFA^® designation does not permit the rendering of legal advice by Morgan Stanley or its Financial Advisors which may only be done by a licensed attorney.

This certification provides me with the credentials to develop comprehensive, personalized plans that encompass not only investing, but retirement planning, estate planning, cash flow management – in short, virtually every aspect of your financial life.

The sale or transfer of a business must be carefully planned to maximize the value of the business, while planning for income and estate tax ramifications. The earlier you start to plan, the more options and flexibility you will have in structuring the transition, mitigating taxes and retaining top talent to ensure the on-going success of your business. A carefully selected team of professionals is critical to the successful sale or transfer of a business.

Those core team members may include a Broker/Investment Banker, Attorney, CPA, Investment Advisor, and Valuation Expert. There are many other professionals who could be involved in the process on an as-needed basis.

There is a multitude of other considerations, such as:

• Estate and income tax considerations, which may also incorporate charitable strategies to reduce tax exposure.
• Transitioning a business to a family member(s) in general is vastly different than selling your business to a third-party. And - then - there are the consideration, to name a few, of maintaining family dynamics, building knowledge for family members, developing family members so they have meaningful, fulfilled, engaged lives.
• Determining the right exit strategy(s) to utilize, such as ESOPs - with perhaps IRC Section 1042 Transactions, or Sale to Strategic Acquirer, Sale to Private Equity Investor, etc.

What is an ESOP?

• An increasing number of privately held companies are turning to Employee Stock Ownership Plans (ESOPs) to address investment liquidity and diversification, while resolving matters of wealth transfer and business succession.
• An Employee Stock Ownership Plan, or an "ESOP" is a type of retirement plan that invests primarily in employer stock
• ESOPs allow owners to create liquidity, incentivize employees and in some circumstances maintain control of the business (if desired)
• Participants in the ESOP do not purchase employer stock from the ESOP, but rather it is allocated to them within in the plan based on a non-discriminatory formula in the plan, that can consider salary, length of service and other factors
• In an IRC Sec. 1042 transaction, certain owners are permitted to sell the company's stock to the company's ESOP and defer taxation on the capital gain of the sale if "qualified replacement property" is timely purchased with the proceeds Is this a solution for you?
• In an IRC 1042 transaction, the company must currently be, or convert to a C-corporation for purposes of deferring taxation
• The company must be a domestic corporation that has no stock outstanding that is readily tradeable on an established securities market
• Generally, there is a strong management team in place, and the current owners are willing to have a broad based ownership
• Owners are willing to have at least 30% of the company owned by the ESOP
• The owners do not have family interested in owning the business and it is either too small, or owners do not want the complexity of an IPO,

We help business owners access their wealth, maintain their legacy, and reward their employees through Employee Stock Ownership Plans (ESOP) and other exit strategies.

... Of Seasoned Professionals - to help owners optimize their life's work - with many steps which may be involved along the way, such as:

• Planning for a Successful Transition
• Retaining and Rewarding Key People
• Estate and Income Tax Considerations
• Family Succession Strategies
• Third-Party Transition Strategies
• Tax Considerations – Pre-Liquidity
• Estate Planning and Wealth Transfer – Pre-Liquidity
• Post-Liquidity Planning

Access to the deeply experienced and appropriate advisors and professionals to help the business owner:

• Align their business succession objectives with the best liquidity alternative
• To maximize value for the owner and their family
• Access and diversify their wealth
• Determine their individual needs and goals to help determine what exit planning strategies may be the best to consider and ultimately implement. We have strong alliances to help our clients with their business succession strategies.

Business Owners face risks that involve not only the future of their practices or businesses, but the financial security of their families. The comprehensive planning process we work on together can help you identify your most pressing challenges and address them with customized strategies that consider both your personal financial objectives and business ambitions. Moreover, my team and I have helped numerous business owner clients:

• Work with their attorneys, accountants and other advisors to formulate viable succession strategies, whether those strategies involve selling their business outright or transferring ownership to family members or employees through ESOPs. These other advisors include highly respected, pre-eminent professionals in the business exit planning arena.
• Access and diversify their wealth, maximize the value of their business exit, maintain their legacy within the community
• Help determine via sophisticated wealth planning tools the "number" needed to help support lifestyle needs and goals after a business exit, along with ongoing wealth management reviews
• Establish cost-effective 401(k) or other retirement plans to help you and your employees save for retirement.

Corporate Executives face challenges that other people don't. Their personal wealth is linked inextricably to the fortunes of their companies. Their investment portfolios often consist largely of employer stock and stock options or restricted stock units (RSUs) that are subject to a myriad of rules of which they may only be vaguely aware. As an experienced Financial Advisor, I understand the risks, as well as the rewards, of employer stock ownership and the need to integrate your corporate benefits with the rest of your finances. Specifically, I can help you address such issues as generating liquidity when you need it, reducing over-concentration in your employer's stock, understanding RSUs and stock options, and making the right decisions when you eventually separate from service.

Retirees seem to be at that stage of life when financial challenges are all behind them. Often, however, that is not the case. Retirees have decisions to make about:

• Whether to convert traditional IRAs to Roth IRAs in an effort to reduce future tax liability
• How to make certain they don't outlive their assets
• Whether they and their families are adequately protected from unforeseen healthcare expenses
• How to leave a legacy without triggering excessive taxation or family conflict.

I've helped numerous clients make these decisions and manage the risks that might otherwise prevent them from reaching their financial goals. Often, my retired clients ask me to meet with their families so they can gain agreement on how assets should be deployed and understand the issues that might impact their future financial security.