GREG FRIEDMAN AND SHAUN KAPUSINSKI Foreword by Mark C. Tibergien THE FINANCIAL ADVISOR M A & GUI DE BOO K BEST PRACTICES, TOOLS, AND RESOURCES FOR TECHNOLOGY INTEGRATION AND BEYOND The Financial Advisor M&A Guidebook Greg Friedman · Shaun Kapusinski The Financial Advisor M&A Guidebook Best Practices, Tools, and Resources for Technology Integration and Beyond Greg Friedman Shaun Kapusinski Private Ocean HIFON LLC San Rafael, CA, USA Wadsworth, OH, USA ISBN 978-3-030-00002-8 ISBN 978-3-030-00003-5 (eBook) https://doi.org/10.1007/978-3-030-00003-5 Library of Congress Control Number: 2018958727 © The Editor(s) (if applicable) and The Author(s), under exclusive license to Springer Nature Switzerland AG, part of Springer Nature 2018 This work is subject to copyright. All rights are solely and exclusively licensed by the Publisher, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilms or in any other physical way, and transmission or information storage and retrieval, electronic adaptation, computer software, or by similar or dissimilar methodology now known or hereafter developed. The use of general descriptive names, registered names, trademarks, service marks, etc. in this publication does not imply, even in the absence of a specific statement, that such names are exempt from the relevant protective laws and regulations and therefore free for general use. The publisher, the authors and the editors are safe to assume that the advice and information in this book are believed to be true and accurate at the date of publication. Neither the publisher nor the authors or the editors give a warranty, express or implied, with respect to the material contained herein or for any errors or omissions that may have been made. The publisher remains neutral with regard to jurisdictional claims in published maps and institutional affiliations. Cover image: © Andy Ryan/The Image Bank/Getty Cover design by Tjaša Krivec This Palgrave Macmillan imprint is published by the registered company Springer Nature Switzerland AG The registered company address is: Gewerbestrasse 11, 6330 Cham, Switzerland This book is dedicated to my Mother, Eleanor Duemling, and to my late Father, C. Hugh Friedman, from where all of my success flows… Greg Friedman To Mariana, Jude, Eden, and Lila. Shaun Kapusinski Foreword I have known Greg Friedman for many years. He is a man of many pas- sions: his family, his friends and colleagues, music, the great outdoors, and business. Greg was raised by incredible parents who taught him how to live, love, and share; to be fully committed to whatever he chooses to do. He has led an incredibly fulfilled life in all respects. Now, why he would choose to go through the agony of writing a book for the financial industry makes me question whether he has learned anything along the way! For those of us who share his passion for the business of financial advice, Greg’s affliction is our gain. To create this book he partnered with Shaun Kapusinski, founder of HIFON (High Impact Financial Operations Network). Together Greg and Shaun have assembled a deeply-layered, prac- tical approach to building, managing and operating a financial advisory business that will survive through transitions and last the next 100 years. I know from whence I speak, having been in and around financial services for more than 40 years. I myself have suffered the pain of writing four books on a range of topics including mergers and acquisitions, strategy, structure, people, processes, and profits. I began as a reporter for a financial maga- zine, transitioned to investment management and research, built a success- ful practice management consulting business at Moss Adams LLP and now serve as a Managing Director at BNY Mellon Pershing, a significant part of the largest custodian in the world. Over my career, I have consulted with thousands of financial services firms throughout the USA, Europe, Canada, Australia, and, to a smaller degree, Asia and the Middle East. I share my background to assure readers that I approached this book with a critical and cynical eye. I am pleased to report that I unequivocally vii viii Foreword recommend The Financial Advisor M&A Guidebook. Greg and Shaun’s labor has delivered a well-formed and constructive explication of practice manage- ment, business leadership, and mergers and acquisitions in the new financial services industry. Our industry has experienced a profound transformation over the last fifty years. In the 1960s, most RIAs were stock and bond pickers who exe- cuted trades through institutional brokers in return for research. Most retail-oriented financial professionals worked as employees of stock broker- age firms that paid them a commission for their work. In the 1970s, the business began to shift from an investment-forward industry to a planning-forward profession, triggered in large part by the recognition of financial planning as a legitimate discipline. The Certified Financial Planner (CFP), Chartered Financial Consultant (ChFC) and Personal Financial Specialist (PFS) became accepted professional designa- tions. CFP emerged from the investment world, ChFC from the insurance business and PFS from the accounting profession. Now we see a closer har- monization of these disciplines as financial professionals attempt to serve their clients holistically. Also in the 1970s, Wall Street brokerage firms experienced a fundamental change in how they made money when the Justice Department and SEC ruled that fixed commissions were a form of collusion that disadvantaged investors. This ruling heralded the demise of many old-line firms, gave rise to the discount brokerage model and set the stage for a new type of broker/ dealer—the independent contractor. This model shifted brokers from a con- trolled process of selling proprietary products to a supervised independent structure wherein registered reps have access to an investment marketplace not solely manufactured by their own firms. These developments planted the seeds that gave rise to the retail RIA movement. Financial professionals soon realized that under the Securities Act of 1940, they could operate under a fiduciary standard rather than a simpler suitability standard. They could become professional buyers instead of professional sellers. They could establish their own independent busi- nesses and purchase services from other providers including custodians, financial technology companies, and outsourced investment management firms. Today, RIA firms account for almost 30% of total retail assets (Cerulli Associates, 2018). The average size of RIA firms continues to rise and the rate of consolidation continues to grow. Each year, the industry witnesses hundreds of mergers and acquisitions, many funded by private equity invest- ment and others created by strategic combinations of like-minded firms. Foreword ix As a result, retail wealth management continues to evolve. Practices are becoming businesses. Advisors are becoming managers. Single-location firms are becoming part of branch networks. And managing the balance sheet is becoming as important as the income statement. In other words, we are entering a new period of complexity that may challenge the entrepreneurs among us. Many probably envisioned fewer headaches and fewer people to be accountable to when making the move to “independence.” Independence has morphed into interdependence, how- ever, with the critical necessity of choosing and collaborating with strategic partners. Integrating this technology during a merger or acquisition requires thorough planning and precise execution, all with the underlying goal of enhancing the client and employee experience. The Financial Advisor M&A Guidebook will become one of your most val- uable resources as you enter a merger or acquisition. Herein Greg and Shaun outline a linear process for this complicated transition, offering insight and advice for every step, anticipating dangerous areas and pointing the way to a smooth integration. I find it refreshing that individuals who have gained so much from their careers in financial services are so eager to help others create successful busi- nesses. Truthfully, I would not have expected anything less from Greg and Shaun. It is a privilege to be asked to write the Foreword for The Financial Advisor M&A Guidebook. The journey to an enduring financial advisory firm requires careful navigation. Thankfully, firms may now draw on this valuable reference as they work to overcome obstacles, achieve milestones, and con- struct a better workplace and client experience. Jersey City, NJ, USA Mark C. Tibergien Chief Executive Officer and Managing Director, Pershing Advisor Solutions, LLC, BNY Mellon Preface I have been fortunate to lead somewhat of a double life professionally. It has been the best of both worlds, having access to information and an incredible variety of people which has afforded a unique experience in this industry. Working in financial services for over 30 years, much of that time starting and building my own wealth management firm while along the way owning and building a fintech firm, I’ve seen monumental change in all aspects of what we do to help our clients live happier, more fulfilling lives. Technology’s role in our industry since the early days has gone from an afterthought, to something “interesting,” to a critical and necessary priority for our business. It defines how we do what we do and if used properly, it can elevate a firm as it grows, working alongside us almost as a real, flesh and blood member of the team. But that’s harder to achieve than it sounds. Technology can also be an unwieldy adversary that causes more frustration than efficiency and a significant business cost if not given the appropriate amount of attention and time investment. Throw into that a second level of technology during a merger or acquisition and you’re sitting on a ticking time bomb that could threaten to bring your newly established firm’s opera- tions to a grinding halt. I’m not trying to use scare tactics here, but speaking from experience, the distractions and costs associated with poor technology strategy and deci- sions can be enormous! When Friedman & Associates merged with Salient Financial in 2009 to become Private Ocean, we felt confident that we had checked all the right boxes. We had done our homework. Before we ever signed anything, we had extensive, ongoing in-person meetings, discussing everything from our values and philosophy on financial advice to analyzing xi xii Preface our processes, our operations, our technology, and our people. We consid- ered it a marriage—one that would go the distance and evolve with inten- tion. As an outspoken advocate for technology, we even took a closer look at how both firms used their systems and how they would need to adapt over time. But there was no guide, no checklist, no warnings or red flags, and no “right” way to pull off the technology integration that turned into an enor- mous part of our merger. Despite our best efforts to find materials on this, there simply wasn’t anything available at the time. Frankly, we assumed that given the lack of information available, this process must not be that diffi- cult—and did we underestimate the challenges! Which brings me to the purpose of this book. To say technology is at the heart of what we do is an understatement. A huge one. On the surface, it seems secondary to our relationships and our focus on clients and people and what really matters. But it is the central vehicle that we all use to accom- plish our goals, stay competitive, and scale upward. Our goal with this book is to help firms avoid costly mistakes that can have lasting, damaging effects on a firm’s future. When I started talking to Shaun Kapusinski, an operations specialist and fellow fintech-aficionado, we had already met a few times at industry confer- ences over the years, exchanging stories and lessons learned about integrating technology within merged firms. On one occasion at an advanced leadership conference, we sat outside and had drinks and talked shop, realizing quickly that we had a mutual passion in moving our industry forward through shared information and experiences. Those conversations turned into ideas that we thought would be helpful for other firms in our position. I felt con- fident that he was the perfect partner to help write this book, as he is both of the “new-guard,” and brings the right combination of forward-thinking process with hands-on experience helping firms navigate all of the aspects of integration. I know I would have benefitted having him as an advisor in some of my M&A dealings. As for what you can expect in the chapters ahead, we’ve broken down the book to mirror the cycle of how you would naturally approach technol- ogy integration before and after a merger or acquisition. We will walk you through the steps of strategy, timing, assessment, implementation, adoption, and growth, all while considering how to best inspire and galvanize a firm’s most valuable asset—its people. I will share my own personal experiences and tips as I have applied them in my firm’s M&A activities, and Shaun will provide a more operational, hands-on perspective to help you proactively plan, assess and execute.
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