Kevin Pillsbury – 2019 20 Under 40 Award recipient

Congratulations, Kevin, on your Duluth News Tribune – 2019 20 Under 40 Award!

Michele L. Miller published in The Duluthian

Critical Components of Business Succession Planning
Michele L. Miller, Esq.

You started your business with a vision and invested your time, money, and talent to cultivate it into a successful enterprise. But have you thought about planning for the next stage? Business succession planning is often an afterthought or put on hold until it’s too late to conduct any meaningful planning for succession of the business you spent your life building. However, early planning is the key to successful planning.

1. Determine Your Goals

There are as many reasons to desire a certain continuation, winding up, or sale of your business as there are businesses. The first step is determining your goals. Do you want to keep the business in the family? Do your family members have an interest in owning and operating the business? Are there family issues that need to be resolved? Do you want to maximize your profit on the sale of the business, or are you willing to accept a lower purchase price to ensure continuity and employment of local talent? Have you identified the appropriate successor(s) for both ownership and leadership? Will you depend on the business’ cash flow in some manner for income following a sale or transfer? These are just a few examples of items to consider prior to commencing succession planning.

2. Put Together Your Team of Advisors

Business succession planning is more than just facilitating the transfer of ownership and management. A comprehensive plan should focus on you, the business owner, and what you envision your life to be after your disengagement from the business.

Your team of advisors should include your accountant, financial planner, and attorney. From there, your team members will be determined by your goals. If you want the family business to be owned and managed by family members, your team should include those members who will play critical roles in the future of the business. If you are a co-owner, involvement of the other owner(s) will be necessary. Finally, key employees, particularly those whom you hope will take an active role in leading and managing the business, should also be on your team.

3. Consult with Each Team Member 

Your accountant and attorney will advise you regarding the tax aspects for various types of succession. If you intend to sell your business, you will need to understand the income and capital gains tax consequences and discuss ways in which to reduce the overall taxes you will pay. If you intend to gift your business, determining the most tax advantageous method of accomplishing the gift will be necessary. For either option, changing the entity structure or type may result in a more tax efficient sale or transfer.

Your attorney will also advise you regarding estate planning and the appropriate tools to implement your goals, reduce or eliminate estate taxes, address concerns, and provide flexibility.

Your financial planner will work with you to determine how long you may need to continue working, whether before or after a sale or transfer of the business, and the income you can expect in retirement. This information is critical for determining how a sale or transfer will affect your retirement plans, particularly if the sales proceeds or continued payments will support you in retirement.

The co-owner(s) will need to be involved in the negotiation and implementation of or revisions to shareholder or buy-sell agreements, operating agreements, bylaws, and other governance and employment policies.

Family members and key employees will be necessary for ensuring ongoing operation and success of the business. While it is critical to identify those family members and key employees who will be involved in the succession and transition, it is equally important to recognize those family members and employees whose talents may not include successful leadership and management skills. Future success of your business will rely heavily on those family members and employees with the skills and strategic thinking necessary for continued successful operation of the business. Providing training and resources to prepare those family members and employees for the roles you hope they will one day assume is also important.

4. Make It Happen

After you’ve consulted with your team members and designed an overall plan, you must sign the necessary documents and institute necessary changes in your business and personal life to implement the plan. Thereafter, you should review the plan as needed to determine whether your goals have changed or revisions to your plan are needed.

Closed for the holiday

Johnson, Killen & Seiler will be closed on Monday December 24, 2018 and Tuesday December 25, 2018. We will also be closed Tuesday January 1, 2019.

Fuchihara joins Johnson, Killen & Seiler

DULUTH, Minn.—Daryl Fuchihara has joined Johnson, Killen & Seiler, the oldest and one of the most respected law firms in northern Minnesota.

Fuchihara has been a practicing attorney in Duluth since 2014, focusing on litigation. Before that, he practiced in Thunder Bay, his hometown. He joins the firm as an associate and is licensed to practice in Minnesota and Ontario.

“What I enjoy most about legal work are the interactions with my clients,” Fuchihara said. “The job is to work through a problem for them and come up with a solution.”

He added: “The law presents different challenges all the time. You may have a case that is similar to another. But the people involved, the issues that arise and how they affect my clients are always different. I am extremely excited to join this firm and do this work for Johnson, Killen & Seiler.”

Fuchihara is a 2012 graduate of William Mitchell College of Law in St. Paul. He earned his bachelor’s degree in applied economics in 2007 from the College of St. Scholastica in Duluth, graduating cum laude.

Fuchihara serves on the Board of Directors and is secretary of the 11th District Bar Association in Duluth. He also offers his time to the Volunteer Attorney Program in Duluth.

Johnson, Killen & Seiler has been finding solutions for clients since 1888. The firm provides a wide range of services for individuals, businesses and employers. Its attorneys specialize in areas of law including: business, employment and labor, estates and trusts, family issues, health care, litigation and maritime and admiralty.

Johnson, Killen & Seiler has been in business longer than any other law firm in northern Minnesota and regularly has been named among one of the top law firms in the United States, as determined by Martindale-Hubbell, the legal industry’s most respected information service.


Rob Karwath | North Coast Communications

218-343-9418 |

MSBA’s President’s Award

Michele L. Miller was awarded the MSBA’s President’s Award. The President’s Award is awarded on an annual basis to a member of the Minnesota State Bar Association in recognition of the member’s outstanding support and assistance to the Minnesota State Bar Association and its mission.



Johnson, Killen & Seiler