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Yearly Archives: 2017
Posted March 15th, 2017 by PowerChord
PowerChord, a leading SaaS company that transforms how brands drive local sales, welcomed newly appointed company President, Steven Roth, to their growing executive team.
Roth joins the SaaS organization with almost 20 years of experience working with top-tier retailers, manufacturers and agencies from around the world. His addition brings a deep expertise in product innovation to PowerChord and will provide a strong foundation for the development of global enterprise level, eCommerce and retail advertising solutions at the hyper local level.
Hailing from Google, he has spent the past four years as a Group Product Manager after developing technology that is now part of Google Shopping during his tenure at Channel Intelligence – the Florida-based, global technology company acquired by Google in 2013. While at Channel Intelligence, Roth’s revenue breaking, international solutions were utilized in over 30 countries and operated across all corresponding languages and currencies. Previously, Roth held roles at Altiris / Wise Solutions, Profitstar and Metavante.
As PowerChord’s new President, Roth’s focus will center around expanding the comprehensive suite of products in the PowerChord Platform to increase long-term value and the scalable efficiencies that allow global businesses to control their brand, engage customers, and drive local sales through their dealer networks.
Roth will also propel the company towards emerging technologies and market-leading, digital solutions to meet the growing needs of the multi-location marketplace, while further optimizing the connection between online consumers and the global to local retail community.
“We have to think big” said Roth, “because that forces you to scale. I’m looking forward to that process and the exploration of how the needs of the market will influence us to move forward – the sky’s the limit when it comes to innovation. It’s a unique time in the company’s history and I appreciate the opportunity to be a part of it.”
“We’re honored to welcome Steven to the PowerChord team” said PowerChord CEO, Lanny Tucker. “We’re confident that his vision and operational excellence will bring exciting progress to our position as a SaaS leader and continue enhancing the company’s global value proposition for clients across a wide range of industry landscapes.”
We have written from time to time on the question of which legal structure is best suited to private growth companies looking to raise outside growth capital. Not surprisingly, there is no one right answer to the question, but recent tax legislation should compel entrepreneurs to give serious consideration to the C-corporation structure.
This article in last week’s Business Observer contains important news about the potential tax benefits of a C-corporation for entrepreneurs and their investors.
However… just as people shouldn’t decide to have children for the tax benefits, we advise founders to not view tax considerations in a vacuum when choosing the legal structure for their businesses. They need to think hard about the long term goals for the business and seek expert advice on the optimal legal structure.
The author of the article (Pamela Schuneman, C.P.A.) first argues that the prospects of federal tax reform may tip the scales towards choosing a C-corp:
Now, with tax reform on the horizon and a push to lower the corporate tax rate, current tax savings on C Corporation earnings could be substantial if the corporate rate drops to 15% and the top individual rate only drops to 33%. That’s an 18% difference — $18,000 more on $100,000 of income.
It’s a little more accurate to say the corporate rate drops “closer” to 15%, which compares favorably to an LLC structure where investors are taxed at their individual income tax rates on income that is “passed through” to investors.
Next she explains that a 1993-era tax provision governing a type of capital gains, originally scheduled to expire at the end of 2010, has been made permanent. And this change, in our view, is a potential game changer.
The gain exclusion for Sec. 1202 was originally set [now made permanent – ed] at 50% for stock acquired [in private C corps – ed] on or after Aug. 11, 1993, increased to 75% for acquisitions after Feb. 17, 2009, and expanded to a full 100% exclusion for acquisitions after Sept. 27, 2010.
The 2010 law also removed of one of the main drawbacks of this tax provision – the alternative minimum tax preference.
In a nutshell, Sec. 1202 allows taxpayers (other than corporations) to exclude from federal income tax 100% of the gain from the sale of qualified small business stock (“QSBS”). The amount of gain excluded is limited to the greater of $10 million or 10 times the adjusted basis of the investment.
There are requirements to qualify for the tax break, which we outline below. But first we’d like to share one more excerpt from the article to emphasize the importance of this legislation to founders and their investors:
For example, Tom and Jane decide to start a software development business. They purchase stock for $10,000 each and have a 50-50 ownership interest in the C Corporation. The stock is eligible for Sec. 1202 treatment if held for five years. In six years, they sell the stock of the company to Google for $10 million. They each have a $4,990,000 gain on the sale of the stock and their tax on the transaction is zero.
Of course we see this as a positive development for the high-growth companies responsible for all net job growth in our economy. Reasonable people will disagree on what tax rates should be. But can we at least agree that there are some forms of investment activity which promote economic growth, and that those forms ought to be encouraged, perhaps with favorable tax treatment?
RELATED STORY: Warren Buffett and after tax returns
If a company’s stock is qualified small business stock (QSBS) then the Internal Revenue Code (§1202) provides a tax break on the equity investments. To qualify as QSBS and for the 0% federal tax rate on gains from the sale of QSBS, the following requirements must be met:
1.) Original issue. The taxpayer recognizing the gain must be an individual, partnership, S corporation or estate and must have acquired the stock at original issue from a US domestic C corporation.
2.) Five-year holding period. The taxpayer must have held the stock for more than five years prior to selling the stock.
3.) After September 27, 2010. The taxpayer must have acquired the stock at original issue after September 27, 2010, in exchange for cash, property other than cash or stock, or services.
4.) $50 million Gross Assets Test. The aggregate gross assets of the corporation that issued the stock cannot have exceeded $50 million at the time of (including immediately before and after) the issuance of the stock to the investor.
5.) Active Business Test. During substantially all of the taxpayer’s holding period of the stock, at least 80% of the issuing corporation’s assets must be used by the corporation in the active conduct of one or more qualified trades or businesses. (Certain types of businesses, including some pure service businesses like consulting firms or doctor practices, don’t qualify, but many businesses do.)
6.) No significant redemptions. The issuer of the stock must not have engaged in specific levels of buybacks (redemptions) of its own stock during specified periods (typically one year) before or after the date of issuance of the stock to the taxpayer.
The amount of gain eligible for this 0% rate is subject to a cap, however. Section 1202(b)(1) states that the aggregate amount of gain for any taxpayer regarding an investment in any single issuer that may qualify for these benefits is generally limited to the greater of (a) $10 million, or (b) 10 times the taxpayer’s adjusted tax basis in the stock. For a taxpayer who invests cash in the QSBS, basis would generally be equal to the cash purchase price.
Like all issues tax-related, entrepreneurs need to consult with their tax counsel and accounting firm to determine if their businesses qualify for QSBS status. If a business does qualify, an entrepreneur must decide whether these potentially significant tax savings outweigh other considerations. In our view, Congress has now put its thumb on the scale firmly on the side of choosing the C-corporation structure.
The WSJ recently analyzed NFL play calling this season and concluded that the coaching profession could use more risk-takers. Despite “a legion of mathematicians, economists and win probability models urging them to take more chances“ most NFL coaches “reach for the conventional choice by habit.”
The Journal analysis examines how coaches played their hand this season across three broad categories of game management: fourth downs; play calling (blitzing on defense; passing on early downs or with the lead on offense) and special teams (going for a 2-point conversion and onside kicks when ahead)…
University of Pennsylvania professor Cade Massey, who researches behavior and judgment, said many NFL coaches habitually choose to postpone the certainty of losing in football for as long as possible—even if doing so actually lowers the likelihood of winning in the end, such as opting to punt on fourth-and-short in overtime…
There is some evidence that coaches are seeing the benefits of riskier decisions. They are just becoming more aggressive at a very conservative pace.
In a 2002 paper, University of California Berkeley economist David Romer expressed hope that coaches would begin acting rationally in maximizing odds of victory when the related data became more widely available. And this year, coaches have gone for it on fourth down needing two yards or less 29.7% of the time—converting nearly two-thirds of attempt).
That’s up from 23% just before Romer published a paper entitled, “It’s Fourth Down and What Does the Bellman Equation Say?” Alas, at the present rate, going for it nearly all the time as the models advise would take over 100 years.
We think this is an excellent illustration of two ideas relevant to starting and running a high-growth company, over and above the obvious exhortation to take intelligent risks: (1) the opportunity for a contrarian advantage and (2) the combination of data and gut instincts required to make the right call.
First, an excerpt from our 12/8/14 post, We challenged the dogma, and it was incorrect:
[The story about EOG Resources, a discarded division of Enron ] is an absorbing look at the “shale revolution” and touches on several of our favorite themes: iterative collaboration, how to fail the right way, the incremental, adaptive ways by which success is achieved, and even the role of luck – although we’d describe it a bit more favorably as “serendipity.”
EOG is a great example of a contrarian definition of entrepreneurship: see economic value where others see heaps of nothing, combine the self-confidence to defy conventional wisdom with the determination to overcome obstacles, and distinguish yourself more by the ability to achieve the impossible than the originality of your thinking.
Next, an excerpt from our 4/13/16 post, The Hidden Power of Trusting Your Gut Instincts:
(S)tudies show that those who rely on intuition alone tend to overestimate its effectiveness. They recall the times it served them well and forget the times it didn’t. Keeping a list of every time intuition is your only guide might be eye-opening.
“Common sense” justifications can be found for almost any conclusion, and as a result it can be shockingly unreliable and something that we over-rely on to the exclusion of other methods of reasoning. Here’s how we put it in Everything is obvious once you know the answer:
It is “rarely practical to run the perfect experiment” before making a decision but we can be “more deliberative and reflective as we gather and analyze facts to inform our decisions.” When we over-rely on common sense alone, we risk “rejecting a more thorough effort to solve a problem and settling for an easy one.”
… In our experience the best results often come from a combination of deliberation and intuition.
Finally, in the spirit of the (NFL playoff) season, we’d like to recommend two other pieces about NFL coaches that speak more to leadership challenges than data-driven decision making.
From 1/29/13, The imperfect perfectionist. On the extent and limits of Bill Walsh’s innovative genius:
Coach Walsh’s West Coast Offense won the 49ers four (or five) Super Bowls, spawned copycats around the league and forced defenses to innovate in response. Not a bad day’s work. But obsession with perfection left him badly burnt out and his organization unable to implement his vision without him.
From 2/8/15, The NFL’s Best Coach*. On the extent and limits of Bill Belichick’s… innovative genius:
We suspect his efforts to gain those “edges off the field” will also be a permanent part of his legacy. His team hasn’t been in 6 Super Bowls over 15 years because of deflated balls, or illicitly videotaped signals, or (pre-Belichick) a snowplow driven by a convict on work release. But you earn the reputation and invite the asterisks when you proudly display that same snowplow in an exhibit at your stadium.
To paraphrase the old adage: reputations are built over the long-term, and can be forfeited in just a moment. In our business failure can be counted on to make (at least) a cameo, so it’s critical to learn how to fail the right way and make a distinction between business failure and personal failure. An entrepreneur (or coach?) can try too hard to avoid an enterprise failure and pressure himself into a career-damning ethical lapse.