One of the tax implications of allocating a portion of the purchase price to the CNC is that any amount the parties allocate to the CNC is taxed as ordinary income.

Even in a relatively small transaction applying ordinary income tax rates to a portion of the purchase price will significantly lower the after tax amount the Seller will keep from the sale price.

One way to reduce the tax liability when the parties include a CNC agreement is have the Seller sign a non compete agreement that does not allocate any portion of the sale price to the CNC, side by side with a general liquidated damages clause that will impose an agreed upon amount of liquidated damages in the event of breach of contract.

According to the IRS instructions, the ordinary tax rates apply only to the portion of the sale that was allocated to the CNC, but if the parties agree to substitute the allocation with a penalty clause, there is no allocation, and there was no consideration paid to the owner not to compete, in that case the ordinary income tax rates would not apply.

Let's look at the following example, a $3 million transaction in which the Buyer requires the Seller to sign a noncompete for an amount of $500,000.

Assuming a combined federal and state ordinary income tax rates of 45%, if the parties allocate the amount of $500,000 to the CNC we are looking at a tax bill on the CNC portion of the deal of between $225,000.

On the other hand if the same portion of the purchase price, $500,000 was not allocated to the CNC, and the parties would agree to include a penalty clause instead, the $500,000 could be considered part of the goodwill of the business the tax liability would be significantly lower and be taxed at a combined federal and state rate of approx 25%-$125,000, a tax savings of $100,000.

The wider business environment should be under constant surveillance from managers. Trends in the marketplace should be identified so that the business can change accordingly in order to capitalize. If the need for change can be identified prior to that of a competitor the Company can take full advantage of the "head start" and increase its competitive advantage.

Management of change however, is not merely ordering a change and then waiting to view the repercussions. The main challenge which today's businesses face in managing change successfully is implementing the change with minimum resistance and maximum benefit.

One of the major contributing factors to resistance to change is from "fear of the unknown". By building employee trust and offering support greater confidence is placed in management and thus resistance to change from employees is considerably smaller. In addition, if the change is supported by new training, and these changes are open to criticism and participation from the business' internal stakeholders, concerns which may have caused grievance and resistance can be laid to rest, streamlining the company's direction. When employee apprehension is minimized, common business goals can be more productively achieved.

In conjunction to the mission statement a business establishes specific company goals which are usually measurable, for example “Our Company will increase market share by 20% by the end of 2006”. Management should be ready to change these goals if reasons present, for example if an economic recession hits the company goals may be reassessed to ensure survival. Realistic goals should be set by management regardless of changes which are occurring; creating unachievable goals and not tailoring them to the respective situations may cause unease within employees and in turn may damage the invaluable interpersonal relations in the business.

A business culture which embraces change also contributes to the ease to which a business can manage the respective changes. Younger organizations such as Google and Virgin are better suited to change as they have a fresh and impressionable culture, surpassing autocratic organizations that are bounded by an historical culture, is PBL.

The business culture should be supportive of the risk taking, entrepreneurial nature of the company. This can be reaffirmed this culture via change agents who act as catalysts assuming responsibility for managing the change process. When the culture is reflective of the entire organizations focused goal changes can occur quickly without resistance. Change models are a useful aid in uncovering resisting a driving change forces in an organization.

Change models are simplified versions of reality and can aid business to manage change. The two main models which are of use to a business who wishes to manage change effectively are the force field analysis and unfreeze-change-freeze model both developed in the 1940's by Kurt Lewin. Organizations who have embraced Lewin's change models include Aimcorp and sectors of the Australia's Government .

The force field analysis suggests that any organization who implements a change program will experience two types of force that govern the effectiveness of the change; driving forces, in favor of the change, and restraining forces who oppose the change. Driving forces initiate and encourage change including; workplace culture, change agents, availability of training other resources used to drive forward the change.

Restraining forces on the other hand work against the change creating resistance. The equilibrium results from the two forces pushing in opposite directions. Methods of increasing the driving forces and reducing the restraining forces include; provide training to develop sympathy to the manager's (driver) view point, conducting surveys to clarify issues which are creating difficulties for some people and possible negotiation of rewards.

In the unfreeze-change-freeze model, "unfreezing" is represented in establishing the need to change and then undergoing a number of steps to begin the change. This unfreeze stage is developed by increasing the driving forces and reducing the restraining forces. The "change" technique follows when the change is ready and able to be administered. The "refreeze" technique solidifies the change process which has take place through feedback and reward.

Managing change effectively can be achieved through a number of different approaches, the initialization of strategies to reduce resistance to change, as well as setting achievable goals, creating a business culture of change and adopting Lewin's change models can aid the ease to which change is accepted in the business. The one constant in business has been described as many as "change", thus change should be embraced in order to maximize the businesses success in a dynamic world.