KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Buy-sell deals – who does due diligence / Risk Management Considerations / webinar registration
March 1, 2022
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Webinars Schedule: See below for details and Registration
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Webinars:
Today's Webinar: March 1, 2022: All-in-One Operations and Accounting Software for Security Integrators
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March 8, 2022. Recruiting, hiring and retaining field talent
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Buy-sell deals – who does due diligence
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If you’re getting involved with a sale of your alarm company, or buying an alarm company [or just the assets, such as the subscriber contracts] the transaction generally follows a process. Once the buyer and seller agree in principle to a deal the next step is due diligence. It’s the buyer who will be performing the due diligence, essentially confirming what the seller has represented thus far and digging deeper into the seller’s operation to ascertain other issues important to the buyer. The logical question the buyer needs to ask is, who’s doing the due diligence?
Several professionals should be involved in the due diligence process. We can start with the buyer and the buyer’s techs who will initially decide if the alarm accounts can be monitored and serviced by the buyer and its team. Compatibility of accounts with a going alarm operation is important.
Since the single most important asset are the contracts a lawyer knowledgeable with those contracts will be engaged to review them.
An accountant and on larger deals a tax attorney will be reviewing the accounting and tax records.
One professional I confess I overlooked too often is the insurance broker. The insurance broker can offer keen insight into the seller’s operation in more ways than I had considered. Recently I received information from my own broker [not an alarm broker] who sent the following information.
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“When people are eyeing an acquisition, they always have their Accountant and Lawyer perform Due Diligence on the target company. Unfortunately, they do not always turn to their Insurance Broker. Because we are looking at completely different things from the other two, we can discover opportunities and perils in your acquisition targets that are not on the radar of your other professionals.
Examples:
Workers Compensation- What is the Experience Modification, frequency & severity of losses?
Property – Have there been losses? What do the inspections show?
Automobile – What type of claims are there? Run Motor Vehicle Reports.
General Liability – Who has sued them for what? Are there recurring suits from products or facilities?
Umbrella – Any large claims?
Employment Practices Liability – Do they have proper coverage, such as prior acts and 3rd party liability?
Combining Entities - Is there anything about the seller’s business that will negatively affect your insurance?
EXAMPLES OF WHAT WE HAVE DISCOVERED EXAMINING ACQUISITION TARGETS FOR CLIENTS
The seller had discontinued manufacturing a particular hose for the gas line to home dryers years ago because over time they were cracking and resulting in houses blowing up. The seller failed to disclose this claiming the product was discontinued. They also did not mention that the claims were still coming in as they didn’t know who purchased the hoses.
The property had a list of critical maintenance deficiencies which the owner had been ignoring.
The property had flooded twice in the past 10 years
One of the seller’s 6 locations had such bad Workers Compensation experience, it was costing the entire firm 20% more premium. Employees were getting injured because the equipment needed significant upgrading.
The seller failed to maintain proper Employment Practices Coverage. It did not cover all prior Acts (occurrences) of a specific individual.
The seller had a small “side business” installing Fire Suppression Systems in commercial kitchens. This would have resulted in the termination of the buyer’s insurance.
The buyer who sold office furniture was looking to buy and merge a walling and flooring contractor into the fold to broaden his business. This would have caused the cancellation and dramatic increase of all their insurance. We advised the client to buy and insure the new entity separately.”
Source: Butwin Insurance Group, Great Neck, NY 516 466-4200 Att: Richard Butwin
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Webinars: Registration - sign up today
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Webinars
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Webinar Title: All-in-One Operations and Accounting Software for Security Integrators
When: March 1, 2022 12 PM ET
Topic Details: Software platform created specifically for the security installer industry. FieldHub tackles some of the thorniest operational arenas that other platforms leave behind, including RMR management and inventory tracking, all on a robust, native general ledger platform to keep your revenue and expenses in sync. Learn how FieldHub provides a single system to manage leads and proposals through project and field service management, inventory, recurring/deferred revenue management, and full accounting.
Presenter: Miles Fawcett, CEO FieldHub Inc. miles@fieldhub.com Phone: 202.417.8196
Hosted by: Ken Kirschenbaum,Esq.,
Who should attend: Company owners, CEOs, CFOs, Manager, back office personnel who work with management software
Register Here: https://attendee.gotowebinar.com/register/6859015638805983246
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Webinar Title: Recruiting, hiring and retaining field talent
When: March 8, 2022 12 PM ET
Topic Details: Even before the pandemic, hiring and retaining field talent in the security industry was growing increasingly difficult. This webinar will explore the best ways to find talent, prequalify them and develop enthusiasm to consider joining your team as well as how to quickly determine if a candidate’s psychomotor skills match their resume. Webinar will discuss skill matrixes and why they are valuable tools to incentivize and retain talent, help improve morale and promote consistent, transparent compensation.
Presenter: Peter Goldring, SET, NICET #143428 Fire Alarm Systems, Level IV, ACFE Certified Fraud Examiner. Peter M. Goldring Consulting LLC Phone 516-640-1410 peter@goldringprotection.com www.goldringprotection.com
Hosted by: Ken Kirschenbaum,Esq.,
Who should attend: Company owners, CEOs, CFOs, Manager, Human Resource Personnel
Register Here: https://register.gotowebinar.com/register/7491717510381999116
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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