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					                        HARVARD UNIVERSITY
                    FACULTY OF ARTS AND SCIENCES
          BUSINESS PLANNING FOR CLOSELY HELD ENTERPRISES
                   MANAGEMENT E- 5610 - TENTATIVE
                            FALL TERM 2009
                       Kevin F. Wall, C.P.A.; L.L.M.

Harvard Business School                         Office: Thursday 9:00am-5:00pm
Baker Library 344C                              Phone: 617-496-1778
kwall@hbs.edu; kwall@fas.harvard.edu

COURSE MEETINGS: Sever Hall 102; Thursday 7:35 – 9:35

TEXT AND CASES:

   1.      REQUIRED TEXT: Business Planning- Closely Held Enterprises, 2008,
           2nd Edition, Dwight Drake, Thomson West
   2.      Course Packet – Several Cases available at the COOP or HBS Publishing

CATALOG DESCRIPTION: Small, closely held and family businesses have been
called the heart of the American economy. They create 75 percent of new jobs, employ
50 percent of all private sector workers, produce more than 50 percent of nonfarm GDP
and make up 99.7 percent of all employers. This multidisciplinary course focuses on all
practical aspects associated with closely held businesses, particularly those issues unique
to smaller companies. Among the topics covered are entity selection, business funding,
compensation agreements, stock options and insurance planning, structuring and
executing buy/sell agreements, family business valuation, transition, estate planning, and
other exit strategy issues. The course benefits entrepreneurs as well as current owners and
their heirs. Prerequisites: MGMT E-1000, or the equivalent; a basic understanding of
finance, legal principles, and taxation is helpful but not required. (4 credits)

COURSE OVERVIEW AND OBJECTIVES:
I. Course Objectives
     A.    To expose students to a broad range of planning challenges regularly faced by
           closely held businesses.
     B.    To train students in the planning process – the difficult challenge of analyzing
           multiple legal and business issues for the purpose of designing and
           implementing strategies that address multiple and often competing objectives.
     C.    To help students understand the need for creative, analytical thinking in the
           planning process and that over-simplified stock answers often produce poor or
           disastrous results.
The course focuses on the role of an advisor to closely held businesses and their owners.
Numerous case studies are used to expose the student to a broad range of structural
planning issues and the practical and analytical challenges of the planning process. There
is a heavy emphasis on planning traps and creative planning strategies. Different types of
closely held businesses are analyzed, compared, and contrasted in case studies that raise
important issues in co-ownership planning, enterprise funding, choice of entity planning,
multiple entity planning, owner compensation, key executive planning, life insurance
planning, structuring profit and capital interests, profit distribution planning and
diversification, exit and business transition planning, employee relations and benefits,
and retirement planning. Numerous drafting considerations and implementation
mechanics also are reviewed. The course is designed to broaden the student’s substantive
knowledge on a broad range of issues and to help the student develop three essential
planning skills: (1) the ability to identify and address business objectives, not just specific
subject matter issues, (2) the ability to evaluate and apply specific strategic options, and
(3) the ability to effectively communicate with multiple and diverse parties in the
development, management and transition often encountered in closely held businesses .

INSTRUCTIONAL METHOD AND COURSE INFORMATION:
         General:
         This course will be presented using class discussion and problem/case solving.
The primary educational resource for the course will be a text book and related problem
in the text and cases. There may also be reference to various legal and tax cases as well
as statutory and regulatory authorities. To the extent possible, links to related websites
will be provided. It is my expectation that there will be a substantial amount of student
participation.
         As you may know from your previous experiences, successful class discussions
depend upon active, effective participation of the student. You must get involved and
take the primary responsibility for your learning. It is my expectation that you will
accept and maintain the ownership of the class discussions. Both the student and the
faculty member must establish a commitment to the process. On the student side, each of
you must be committed to the “4Ps”:
         1.             Preparation – If the student does not read and analyze the class
                        materials and attempt to solve the assigned problems, the
                        discussion will mean very little.
         2.             Presence – If a student is not present, she or he cannot learn and
                        more important, cannot add her or his unique thoughts and insight
                        to the discussion.
         3.             Promptness – Students who enter the classroom late disrupt the
                        discussion and deprecate the decorum of the process.
         4.             Participation – Each student’s learning is best facilitated by
                        regular participation. More importantly, the student has a
                        responsibility to share his or her understanding and judgment with
                        the class to advance the group’s collective skills and knowledge.
         The faculty member also must commit to the process by: (1) careful and complete
preparation for the classroom experience, (2) concern and attention to the student, and (3)
striving to make the course a satisfying development experience.
         My expectation is that each of you is a developing professional. As is the case in
the workplace, each of you is ultimately responsible for your individual success. I am
very interested and willing to facilitate this process both in the class as well as outside the



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class. Please communicate with me immediately, if you are having difficulty
understanding the material or if you are having any issues that impact your ability to
attend class and fully participate. Email is probably the best method. With a reasonable
amount of effort, this course can be very enjoyable and thoroughly mastered.
        I anticipate using the course website to post items of interest including
announcements, articles, weekly PowerPoint presentations, case questions, assignment
changes etc. Please get in the habit of reviewing it often and download materials for
class. I may also be distributing materials in class. It is your responsibility to obtain
these on a timely manner if you miss a class.

        Class Attendance and Participation:
        Students are expected to attend each class. As a general rule, given the relative
weight of class participation in your overall grade, students who have missed two or
more classes should not expect to successfully complete this course.
        Significant student interaction and meaningful participation are expected each
class. Each student should be fully prepared to discuss the assigned materials and to
participate fully each day of class. Chapter problems should be completed using Word
and Excel, if appropriate. An integral part of the learning process in any business course
is attempting to apply theory to practice. It is my opinion that the study of closely held
businesses can be reinforced through the “point of a pencil”. I may collect and grade the
assigned problems.

        Business Plan
        Depending on time limitations, number of students in the class, a project will
likely be assigned during the semester requiring that students will prepare and present a
business plan
EVALUATIONS: The following will be the examination and grading policy:

 GRADE            POINTS                                METHOD                POINTS
 A                97- 100
 A-               93- 96                                Final                   50%
 B+               89 – 92                               Business Plan           15%
 B                85- 88                                Participation *         35%
 B-               81- 84
 C+               77- 80
 C                73- 76                                TOTAL                   100%
 C-               69- 72
 D+               65- 68                                * Attendance,
 D                61- 64                                problems &
 D-               60                                    Participation.
 E                Below 60

      Calculators may be used.
      Examinations and other course requirements must be completed or presented
       when due except by prior arrangement with me.



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       Students are expected to understand and maintain the highest level of academic
        honesty. Consistent with Harvard University policy and as indicated in the
        School’s catalog at page 233, academic dishonesty will not be tolerated.
        Attendance will be taken each class. Obtain notes etc. if you miss class.
       As you would in your professional life, please arrive on time and ready to work.

TENTATIVE SCHEDULE (Up to Chapter 6 )OF TOPICS AND ASSIGNMENTS:
Week/Class         Assignment (Read both textual material and Problems)
Date     Chapter     Assignments – Read all assigned Chapters
9/3      1&2         First two chapters discussed in class. Please read prior to class
9/10     3           Chapter 2 – Problems 2-A,B & C. Chapter 3 –3A-K
9/17     4           Chapter 4 -4A, 4B-D, 4-E ; Kochman Case
9/24     6           Chapter 6 – All problems
10/1     7
10/8     8
10/15    17                                      Endo Nav Case
10/22    9 & 15
10/29    10 & 11
11/5     12
11/12    13 & 14
11/19    16


11/26                NO CLASS THANKSGIVING


12/3                 Discussion and presentations of Business Plan & Nantucket Nectars


12/10                Discussion and presentations of Business Plan & Nantucket Nectars


12/17                Final Case Due Choice of Fojtasek or Cquay Technology




ABOUT YOUR INSTRUCTOR: Faculty member teaching accounting, finance,
taxation and law at Rensselaer Polytechnic Institute. Adjunct faculty member at U-Mass-
Amherst, and Suffolk University Law School. Also teach CPE/CLE for CPAs and
attorneys. Currently, member of the Finance and Accounting/Management Departments
at Harvard Business School and faculty of Arts and Sciences at Harvard University and
Boston University Graduate School of Management. Member of adjunct law faculty
teaching Accounting for Lawyers.



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Practicing CPA and attorney with Big 4 CPA/law firms - Pricewaterhouse Coopers and
Ernst & Young LLP as well as mid sized professional service firms. Diverse client list
including large international companies, professional sports teams, athletes, partnerships
and small single owner firms. CFO of large revenue bond authority (Massport) and
controller of publicly traded company. Tax consultant to Boston CPA firm. BS –
Bentley; MBA -Boston College; JD –Suffolk Law; LLM Grad Tax –BU Law.

Co-parent 3 children. Play soccer, hockey and scuba dive. Coach boys’ high school
soccer, youth soccer, hockey and baseball teams.




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