May EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
May 10 @ 7:30 am – 9:30 am

ESOPs as an Exit Strategy: The good, bad and the ugly  Presented by Scott Gaudineer, Sheryl Alzona and Melisa Silverman

Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA

Date/Time: May 10, 2018 / 7:30 – 9:30 am

An ESOP Plan is one of many exit strategies available to business owners. In this interactive interview with a business owner who implemented an ESOP in 2013, the Company’s ERISA attorney that worked with them to design and implement the ESOP and the current financial advisor who worked with the Company through a DOL audit.

Learning Objectives

  • The thought process that went into deciding to implement an ESOP as an exit strategy
  • The tax benefits to the business owners as well as the business
  • The complexities and costs associated with implementing an ESOP and ongoing compliance requirements
  • Valuation requirements and procedures to implement to avoid a DOL audit
  • Discussion whether an ESOP as an exit strategy is right for every business

Presenters: Scott Gaudineer, CEO of Flewelling & Moody, Inc.,  Sheryl Alzona, Attorney with Employee Benefits Law Group, and Melisa Silverman, President of Ave M Advisors, Inc.


Scott Gaudineer is the President of Flewelling & Moody, Inc., a leading architectural and engineering firm focused on design and planning services for K-12 schools, universities and other public sector projects.  Flewelling & Moody has been a leader in design and planning since 1928.  The foundation of the Company’s strength has always been focused on delivering top-notch design and planning solutions that meet and exceed client needs.

Mr. Gaudineer has been with Flewelling & Moody since 1980 and is the chief strategist and futurist for the Company.  He leads all the planning and liaison with the school districts, the Board of Education, stakeholders and the community.  Mr. Gaudineer helps the Districts examine their needs going forward in an open and transparent fashion.  Drawing on his more than 37 years of experience and resources, Mr. Gaudineer believes he can contribute greatly to helping School Districts continue to transition its schools and colleges into dynamic environments.  Sensitive to costs, Flewelling & Moody brings a pragmatic approach; searches to find the right balance in planning that ultimately brings long term value.  He draws on his relationships with DSA and other state and regional agencies as necessary to incorporate approval requirements in the scheduling and sequencing of the projects.

Mr. Gaudineer is a graduate of California Polytechnic State University, San Luis Obispo.  He is a registered professional architect in California, member of Construction Specifications Institute, member of CEFPI/Association for Learning Environments since 1990, Regent for the California Architectural Foundation, member of American Institute of Architects, member of the CalPoly Alumni Board, member of various Non-Profit Boards.

Sheryl Alzona is an Attorney with Employee Benefits Law Group.  Sheryl’s practice focuses on ESOP consultation, operations and documentation.  She guides companies, shareholders, internal and independent trustees on all aspects of ESOP transactions and compliance.

She brings to her law practice 11 years of experience as a consultant and administrator of ESOPs, pension and 401(k) plans.  Sheryl has worked on all phases of an ESOP.  From initial transaction, continued compliance and through plan termination, she has guided clients through them all.

Sheryl helps clients when they are considering a liquidity event, a business succession plan or a plan to share equity with their employees.  She guides company management in plan design for mature ESOPs of all kinds. In the event of inquiries from the Department of Labor and the IRS, Sheryl is an excellent line of defense.  She coordinates with third party administrators, CPAs and attorneys to efficiently and accurately respond to minimize liability for income and excise taxes, interest and penalties.

Sheryl has a knack for explaining complex ESOP and ERISA rules in clear language.  She is an avid participant in various ESOP and employee benefit plan conferences, where she is a frequent speaker. Her experience and commitment to continuing to learn gives her invaluable insight into what is really going on in the ESOP and employee benefits arena, allowing her to know what works and doesn’t work for other ESOP companies and plan sponsors.

Sheryl is a member of the ESOP Association and National Center of Employee Ownership.

Melisa Silverman is a Partner in The Founders Group, a national company focused on providing business transition services for closely held companies using a holistic and collaborative process that interferes the least in a business, yields business results increasing cash flow, profits and business value and frees up time for the business owner.

Melisa is also the President of Avenue M Advisors®, Inc., a national business valuation and consulting services company.  Melisa’s valuation expertise ranges from investment, tax, financial reporting and litigation support matters.  She also consults with companies to help them build financial projections, perform operational assessments, financial and process improvements, sales and marketing support, due diligence and much more.

The valuation reports are compliant with USPAP and NACVA standards as well as compliant with the requirements of the IRS, SEC, ERISA and DOL.  Ms. Silverman is a certified exit planning advisor through the Exit Planning Institute (EPI), a certified valuation analyst through NACVA, a senior business analyst through the International Society of Business Analysts (ISBA), and a certified machinery & equipment appraiser through National Equipment and Business Brokers (NEBB).

The Founders Group utilizes a holistic and collaborative process to plan and implement a business transition plan for a business owner seeking to exit their business in the near to distant future.

Melisa has a BA from Indiana University and a JD from Nova Southeastern Shepard Broad Law Center.  Melisa is a member of the ESOP Association and the National Center for Employee Ownership.

June EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Jun 7 @ 7:30 am – 9:30 am

You Sold your Business for Millions! Now What? Alyssa Weinberger, Lido Consulting, LLC; Dr. Carolyn Friend, Inheriting Wisdom; Tes Macaraya, Martini, Iosue & Akpovi. Kathleen Tepley will moderate the panel discussion.

Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA

Date/Time: June 7, 2018 / 7:30 – 9:30 am

What is a Family Office? How are Family Office’s being used to transition family businesses between generations? What are some of the challenges that Family Office’s face? Is family governance important to the success of the Family Office? In this session, participants will receive an overview of the Family Office industry and the reasons that Family Offices are becoming popular in the exit planning process. The session will also discuss some of the challenges that Family Offices inevitably face as well as the tax savings and consequences that should be considered when starting a Family Office.

Learning Objectives

  • Understanding of the Family Office industry
  • The essential skills required for professionals when working with affluent families
  • Recognizing the importance of finding “outside the box” investment strategies
  • Understanding the critical questions to determine if your clients are good candidates to start a Family Office
  • The importance of moving forward
  • Understanding the tax consequences of starting a Family Office
  • Implementing successful family governance and delegation within the Family Office

Panelists: Alyssa Weinberger, Lido Consulting, LLC; Dr. Carolyn Friend, Inheriting Wisdom;
Tes Macaraya, Martini, Iosue & Akpovi. Kathleen Tepley will moderate the panel discussion.

July EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Jul 12 @ 7:30 am – 9:30 am

Entrepreneurial Exit: I sold my business to enjoy myself and the buyers ran it into the ground. Hear about my second bite with the business.

Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA

Date/Time: July 12, 2018 / 7:30 – 9:30 am


As you’re thinking about selling your business, whether possibly this year or down the road, why not figure out how to maximize its value before going to market?  Long term value is created by identifying and strengthening the factors that build sustainable value.  It’s more than just driving EBITDA.

Jim Hart, the former CEO of Senn-Delaney Leadership Consulting Group, led the sale of Senn Delaney to Heidrick & Struggles in 1999.  Senn Delaney became the world’s leading “culture-shaping” consulting firm.  Jim and the co-founder of Senn-Delaney bought the company back in 2003 after a disastrous failed exit in 1999 (the earlier “all-stock” sale saw the price of the stock drop from approximately $26 per share to $.50, within six months after the 1999 closing).

Learn how they repositioned and grew the company to enable the very profitable sale in 2012.  This business situation is now the subject of a fascinating and suspenseful case study recently published by the USC Marshall School of Business.

A copy of the case study will be furnished to everyone who attends the meeting.

Learning Objectives

  • Identify areas to focus on that create additional value in your company
  • Learn how to set clear business objectives
  • Receive suggestions on ways to get buy-in with the senior management team
  • Decide where to invest
  • Assemble the right team to help plan and execute the best exit

Presenters:  James H. Hart led Senn Delaney to serve 150 of the Fortune 500 and 300 of the Global 1000 companies, and engineered the sale of Senn Delaney to Heidrick & Struggles for a cash purchase price and earnout that ultimately realized $75 million for Jim, Dr. Senn, and their five “legacy” partners.  Jim continued on as CEO of Senn Delaney for four years.  He now serves as a Director of one private equity-backed consulting and training company and is considering other opportunities to aid and advise private company CEOs and their leadership to grow and maximize their company’s market value by developing and implementing high-performance culture and leadership.  Jim previously founded, and led to its successful sale nine years later, a global business application software publisher for desktop PCs that twice appeared on the INC. 500 “fastest growing companies” list.  He was the 1982 Marshall School Alumni Entrepreneur of the Year and in 2016 was selected to the USC Marshall School Entrepreneur’s Hall of Fame.

Jim will be interviewed by Jeff Weiner, a corporate partner in the LA office of Steptoe & Johnson LLP.  Jeff led the Steptoe team that assisted in the Senn Delaney sale to Heidrick & Struggles.

August EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Aug 9 @ 7:30 am – 9:30 am

Going Bust: End of the Line or New Beginning?
Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA
Date/Time: August 9, 2018 / 7:30 – 9:30 am
When facing potential insolvency there are several options to consider. A panel of thought leaders will offer an in-depth discussion of bankruptcy alternatives, such as receiverships, general assignments, UCC foreclosure sales and out-of-court workouts to maximize shareholder value.

Learning Objectives
In this panel discussion, you will learn:

  • Why bankruptcy isn’t always the best option
  • Business considerations when selecting an alternative
  • General Overview of Alternatives
    • Assignment for the Benefit of Creditors
    • Receiverships
    • Article 9 Foreclosure
    • Out of Court Work Outs
  • Considerations when selecting an alternative
    • The advantages and disadvantages to each Alternative
    • Who controls the process
    • How each Alternative compares to bankruptcy

Learn some of the answers and approaches that the business owner can contemplate and choose from the best alternative to maximize any value in the business

Presenters: Jonathan J. Wernick, Vice President, Sherwood Partners, Inc. & Jim Felton, Managing Partner, Greenberg & Bass

Panelist Bios

Jonathan J. Wernick is a Vice president with Sherwood Partners, Inc., a financial advisory firm that focuses on restructuring and insolvency. He brings more than 20 years of strategic financial and operational experience servicing clients with forensic investigations, creditor negotiations, asset sales, litigation support, solvency analysis, financial restructuring, capital sourcing, and operational improvement.

Prior to joining Sherwood Partners, Mr. Wernick served as an interim CFO/Controller for public and private companies on behalf of ownership or equity sponsors. Jonathan has also held management roles at Trader Joe’s Company, Softline Software and Restaurant Associates, a Division of Compass Group. Jonathan started his career as a CPA with KPMG LLP where he focused on middle market compalnies in the distribution, manufacturing, healthcare and retail sectors.

Mr. Wernick holds an MBA from the University of Southern California, a BS in Accounting from Yeshiva University, and received a certificate in culinary arts. He is also a CPA (in-active) in California and New York, and a Certified Global Management Accountant

James R. Felton is Managing Partner of Greenberg & Bass LLP. Mr Felton practices in areas of business, commercial and real estate litigation, alternative dispute resolution, and insolvency-related matters. He routinely handles business dissolution matters, shareholder, partner and guarantor disputes, breach of contract matters, asset recovery issues, and collections related to structured settlement payments. Mr. Felton is also experienced in healthcare and administrative law, and appellate matters.

Mr. Felton was selected to Super Lawyers from 2009- 2016 for his work in the area of Business Litigation


September EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Sep 13 @ 7:30 am – 9:30 am

Winning the Deal! Power Negotiating Strategies II: A Case Study
Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA
Date/Time: September 13, 2018 / 7:30 – 9:30 am
Negotiating is a skill utilized by everyone in all aspects of their lives. For many business owners most of their wealth is tied up in their business. For this reason, the sale of a business is a high stakes situation that needs to be carefully navigated by a masterful negotiator. In this session, advisors and business owners will learn practical techniques that can be learned, mastered and applied in a wide range of business situations through a multi-faceted case study.

Learning Objectives
In this panel discussion, you will learn:

  • Win-win negotiations – what is it and how to employ it
  • Pre-negotiation preparation
  • Active listening skills
  • Setting the framework for an optimal outcome
  • Dealing with difficult negotiators
  • Overcoming objections

Presenters: Selwyn Gerber, CPA, Gerber & Co Inc.

Panelist Bio

Selwyn Gerber, a CPA, Personal Financial Planner and Economist founded Gerber & Co Inc., a mid-sized local full service accounting firm with a broad range of clients. The firm includes accounting services, a Family Office and a Business Management Unit, which provides comprehensive outsourced CFO services to affluent families and to entertainment celebrities. Mr. Gerber has been involved in a multiplicity of negotiations covering real estate, acquisitions and sales of businesses, personnel issues and in the representation of affluent clients. He has taught Power Negotiating around the globe to businesses, non-profits and at Universities. And, Mr. Gerber founded RVW Investing, LLC in 2007 – a wealth management firm managing portfolio for affluent individuals, trusts and pension funds.

Selwyn Gerber did his undergraduate and post-graduate training in South Africa. He emigrated in 1977 and has worked for the Big CPA Firms both in South Africa and in the USA prior to forming Gerber & Co Inc. He holds numerous leadership positions in a diverse group of philanthropies.

October EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Oct 11 @ 7:30 am – 9:30 am

Finding the Pot at the End of the Rainbow: Your Liquidity Event
Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA
Date/Time: October 11, 2018 / 7:30 – 9:30 am
Hear from a Transactional Attorney and Investment Banker as they provide an overview of the state of the M&A Markets  oriented primarily to sales of privately held lower and middle market companies, including factors affecting these markets such as the economy, financing markets and tax changes. M&A transaction data for 2016 and 2017 will be presented.

The presenters will discuss trends in deal terms and common negotiating and closing issues in the context of a typical transaction structure from signing the letter intent through the closing.

Learning Objectives
In this panel discussion, you will learn:

  • Understanding the current state of the market for sales of middle market private companies
  • Learning of current trends and typical issues that affect deal terms and structures that might facilitate better seller preparation

Presenters: John O. Johnson, Managing Director and Founder of The Spartan Group, and Alan B. Spatz, shareholder of TroyGould PC.

Panelist Bios

John O. Johnson, The Spartan Group

John Johnson co-founded TSG and has over 25 years of Investment Banking experience covering public and private Technology, Industrial Growth and Business Services companies and completed over 300 transactions. Industry coverage has lead to Board memberships at SEMA and active engagement at ITSA. Prior to TSG, John was a Managing Director and co-founder of the West Coast Corporate Finance Group of Banc of America Securities.

John also co-founded General Finance Corporation, a public rental services company, as Chief Operating Officer in 2005 and led 14 acquisitions totaling nearly $400 million.

Alan B. Spatz; Troygould PC

Alan is a corporate lawyer with TroyGould PC in Century City. He advises public and private companies in mergers and acquisitions as well as private and public financings, strategic partnerships, licensing, employment contracts, marketing and distribution agreements and general corporate matters. He has represented numerous family owned and closely held businesses in their sale to financial buyers, such as private equity firms, and strategic corporate buyers.

Alan was a director of the Los Angeles Venture Association and is the immediate past President of that organization.

Since 1970, TroyGould has been a nationally and internationally recognized law firm for business. TroyGould’s corporate department has eleven shareholders averaging more than 25 years legal experience, and as a result the firm is one of the leading independent corporate law firms in Southern California. The attorneys in the corporate department have represented companies in several hundred M&A transactions, more than 100 SEC-registered public offerings and thousands of private placements. The firm’s contacts with investment bankers, financial institutions and other sources of capital are extensive, which are valuable to its clients looking to sell their business, acquire a business or raise capital.

In addition of corporate legal services, the firm has experienced a

November EPI LA Chapter Monthly Meeting @ Jewish Community Foundation
Nov 8 @ 7:30 am – 9:30 am

Death, Disability, Divorce and Termination: How will you and your business partner plan for the Unknown
Location: Jewish Community Foundation 6505 Wilshire Blvd., Los Angeles, CA
Date/Time: November 8, 2018 / 7:30 – 9:30 am
Summary:Written terms for the orderly transition of business ownership interests are needed to address such events as (but not limited to) an owner’s retirement, incapacity or death. The terms of the agreement are between or among the shareholders, members or other types of equity owners of a corporation, LLC or other entity.
The terms of the agreement can specify conditions under which and to whom, and at what price an owner, partner, shareholder, etc. can or must sell his or her interest in a business.
This presentation will cover the scope of reasons for needing a buy-sell agreement, how it assists with owners’ estate planning and how obligations to buy out another owner are funded. Two case studies will be used to provide examples of considerations that need to be applied to
how a buy-sell agreement is structured, how it is funded and how the agreement is executed.

Learning Objectives
In this panel discussion, you will learn:

  • Gain an overall understanding of when and why a business needs a buy-sell agreement
  • Learn key issues that are addressed in a buy-sell agreement and the triggering events it defines
  • Learn about techniques for cost effectively providing funding to buy out a fellow owner
  • Understand the consequences for a business and for the owners when no buy-sell agreement is in place

Presenters: Peter Fischer, M&A Attorney at Sklar Kirsh and Kathleen Adams, CFP, CFBS at Mass Mutual Financial Group. Heath Goldman will moderate the panel discussion.

Panelist Bios

Peter Fischer, Partner with Sklar Kirsh LLP
Peter R. Fischer is a partner with Sklar Kirsh LLP and a member of the Firm’s real estate and corporate practice groups. He is an experienced commercial real estate transactional attorney, whose clients include developers, operators, syndicators, private equity providers, investors and lenders. Peter’s practice involves all aspects of the real estate industry, including acquisitions, dispositions, equity investments, syndications, fund formation, development, joint ventures, leasing, and financing (including Fannie Mae, Freddie Mac and EB-5 transactions), and he
routinely works on transactions involving multi-family, assisted living, construction, industrial, office, and raw land, as well as mobile homes and self-storage facilities.
In the corporate realm, Peter focuses on private, mid-market M&A matters, stock and asset transactions, fund formation, syndication, and private placements. Peter represents a broad range of companies, funds, investors, and entrepreneurs, and he also counsels his clients on crisis management, pre-litigation workouts, and investor, partnership, and shareholder disputes.

Kathleen Adams, CFP, CFBS, CLTC with Fraser Financial Group
As an experienced Certified Financial Planner, Kathleen Adams provides fee-based financial planning for clients, helping them to clarify and define the financial benchmarks they want to reach, and helping to provide a rich, comprehensive context for their tax, estate, business and family planning. She works closely with clients’ other advisors to promote a coordinated approach reviewing and selecting optimal legal, tax and financial strategies. As a Certified Family Business Succession Specialist Kathleen works closely with business owners, assisting them with the process of preparing themselves, their businesses, their retirement and estate planning for a sale to an outside buyer or key person, or for transfer of their businesses to family members.
She works closely with other key advisors to pull together people with skill sets needed to achieve favorable outcomes to the succession process. This work includes properly funding buysell agreements, and providing strategies and financial vehicles for rewarding and retaining key employees who add to the sale value of the business and its ongoing ability to replicate favorable revenues for the buyer.