Mainebiz

V O L . X X I I I N O. X X I X D E C E M B E R 1 1 , 2 0 1 7 10 B U S I N E S S M A I N E B U S I N E S S M A I N E B U S I N E S S N E W S F RO M A RO U N D T H E S TAT E in Westbrook, opened an office at 36 Maplewood Ave. in Portsmouth, N.H. Acadia Insurance, a Berkley Co. in Westbrook, expanded its Employment Related Practices Liability coverage with the addition of Crisis Event Communica- tion Expense Reimbursement cover- age. The coverage helps businesses maintain its reputation by managing unforeseen communication expenses following a violent event at a work- place, including costs incurred by the communications department and a professional public relations company. The Belvedere Animal Welfare Fund of the Maine Community Foundation awarded 13 grants that total $142,000 to support organizations and programs that address population control for cats and dogs. Downeast wreath-maker sues FedEx e parent company of Worcester Wreath Co. filed a complaint against FedEx for allegedly overbilling by more than $357,000. e Bangor Daily News reported that according to a complaint filed by Harrington-based Worcester Resources Inc., billing for shipping of wreaths purchased through Amazon should have gone to Ama- zon, not to Worcester. "e company attempted to resolve this matter with FedEx multiple times before filing a law- suit, but unfortunately those efforts were unsuccessful," Worcester's attorney, Erik Black of Bangor, told the BDN. Worces- ter Wreath Co. is the founder of the Q: I own a small business and want to retire in a few years. I would like to see the business continue, and my employees keep their jobs. I keep hearing about worker cooperatives. What's involved in transferring my business to a worker cooperative? ACE Advises: Your employees have an interest in seeing the business continue. Sales to insiders typically have lower transaction costs. The buyers are on your doorstep. Employee ownership conversion is certainly an option to consider. Transfer to a worker cooperative involves transfers of 1) ownership; 2) gov- ernance; and 3) management. 1. Ownership transfer begins with a letter of intent between the owner and employee representatives. The parties then negotiate a sale agreement, estab- lishing price, assets to be transferred, non-compete obligations, etc. Homework is critical: no transfer should occur without a business plan demonstrating that future cash flow will cover both operating expenses and the owner's buy-out. 2. Governance transfers when the newly formed coop and owner sign the agree- ment. A coop is formed by filing articles of incorporation and adopting bylaws. The coop's bylaws establish membership rights, dividend rules and board size, composition and authority. Each worker-member of the cooperative has one share and one vote. Members do not vote on every business decision; members-owners exercise authority indirectly by electing the board. The bylaws may also define management positions. Worker-members should assess their collective skill set. Do they have the financial, legal, and operational expertise needed to run the business? Can they fill gaps by appointing outside board members or hiring managers? 3. Management transfer requires significant consideration of who will be respon- sible for day-to-day management decisions, defining individual managers' respon- sibilities, and ensuring that those responsible have adequate training and expertise. This may include a consulting arrangement with the exiting owner to maintain access to expertise. A S K AC E A n s w e r e d b y C a r r i e Y a r d l e y , Y a r d l e y E s q . P L L C The Association for Consulting Expertise (ACE) is a non-profit association of independent consultants who value "Success through Collaboration." The public is welcome to attend its regular meetings to share best practices and engage with industry experts. For more information go to www.consultexpertise.com. Carrie Yardley, Yardley Esq. PLLC, can be reached at carrie@yardleyesq.com M I D C O A S T & D O W N E A S T

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