Rick Buoncore: M&A Strategy and the Importance of Culture in Deals
9 Apr 2024 · 30 min
Rick Buoncore, managing partner of MAI Capital Management since 1999, explains how the firm uses M&A to expand geographically while prioritizing cultural fit above all else. MAI evaluates culture through repeated interactions and a three-part framework: client, colleague, community. The firm's dedicated 10-person integration team ensures deals strengthen the boutique experience rather than dilute it.
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Hello and welcome to Barron's The Way Forward. I'm Greg Bartalus, and my special guest today is Rick Bunicor, managing partner of Cleveland-based MAI Capital Management. And today we're going to talk about MAI's growth strategy, M&A misconceptions, and what it was like to pull off an unassisted triple play in college playing for the Fordham Rams that in fact was reported on by the New York Times. More on that later. Welcome, Rick.
Thank you, Greg. It's great to be here.
Well, my pleasure. Tell the audience first a little bit about your background. What was your career path to MAI and also your move from New York to Ohio?
You know, it's one of those things people ask, how'd you get here? And I wish I could say I designed it. I started my career as a CPA at Peat Marwick Mitchell, and I did that for 7 years. And after that, sort of got bored with it. And so I got an opportunity to go to Wall Street, worked at Lehman Brothers. At the time, it was actually Shearson Lehman Brothers. And I was in the media and entertainment group, did a lot of cable and the very beginning of cellular. And it was so fun to see cellular just evolve as a tool that revolutionized— I remember going to commitment committee in 1987 and telling people that by the year 2000, 10% of America would have a cell phone, and they laughed because it just seemed so unrealistic. And obviously, it succeeded that. Did that, and in 1990, Tom Hill, who is now, I think, at Blackstone, asked me if I'd start the private equity area for Lehman. Did that for 2 years. One of the firms that was a lead investor asked me to come join them, and they were in the investment business, a boutique in New York City. I went to join them. In a couple of months, they made me a partner, which was much quicker than I expected, but very grateful for that. And then in 1995, KeyCorp in Cleveland purchased us, and I was their— our representative because of my banking background. And I remember in the offer in the sale document putting our offices would be in Manhattan, New York, just in case they bought a bank in Kansas, that they couldn't move us. And after 6 months, they came to us and said, you guys seem to know a lot more about this than we do. Why don't you run it? And my partner nominated me to be the guy. And so I commuted every week for 3 years. And then finally, my wife threw the penalty flag and we moved to Cleveland. And it's been one of the greatest things we ever did. It's a great place to live and grow a family.
And how long have you been there?
Since 1999.
1999. What have been some of the biggest differences compared to life in New York?
Well, you know, I'm a New Yorker. I grew up in New York. Went to schools, my whole school career was in New York. But New York, everything is harder and you don't realize it because you're in the middle of it, right? You go to a Yankee game and you come out and it takes you an hour and a half to get out of the parking lot. In Cleveland, in a half hour you're home, you know? And I remember the first time I went to Cleveland as a tour, the tour guide said, "Oh, you know, we have a lot of traffic today. I'm sorry." And I said, "I'm sorry, but where is that traffic?" And it's just a perception. But when when you're in it, you don't realize how hard everything is, and life is just easier in Cleveland.
Right, right, you have that reference point. And as a quick aside, in terms of baseball stadiums, I went to a Baltimore Orioles game last year, and it's really interesting because the stadium is very much embedded into the city. You kind of, you literally, there's a Chipotle a block or two away, you just glide right into the stadium. It's very seamless. I'm used to the New York experience, where to your point, it's a whole production coming in and out.
Well, in Cleveland, you could go to all three stadiums, the football stadium, the basketball arena and the baseball stadium, they were within half a mile of each other. You know, and literally could walk through a throughway to get through from the baseball to basketball. So to your point, it's embedded.
Okay, well, let's fast forward to the present and talk about the future too, and namely your M&A activity, because you guys have done so much there. And I think listeners would be Really keen to hear your high-level thoughts about your company strategy and also what others might be able to learn from it.
Yeah, I think M&A is a strategy. It's not the strategy. And it emanated from our belief that we had invested a lot of money in infrastructure. And through our history, now our company's in our 51st year, we ended up developing clients nationwide. And Our belief is that the better the relationship with that client, the better that relationship will be, or the longer it will be, right? And the closer you are, the better it will be. So our approach to M&A has been to expand our footprint to be closer to our end client. And it's like where you see a client at a charity event or you see a client at a supermarket, and it just makes it more real as opposed to maybe 2 or 3 times a year. And so our approach has been to find like-minded, like-hearted firms that approach their clients the way we do and find a way to them to become part of us. And the words we use is one MAI. We want to be one firm to all clients.
Are there any areas in specific that you've been gravitating towards lately, or is it a little more random? Like, what's the pattern?
It's really not random, but it's basically opportunistic, right? Because you could look in an area and there's not much there to get. And so one area that's been hard for us to find is in Southeast Florida, for example, where we've explored many opportunities there. It just never came to be. But we're in Southwest Florida. We're in Northeast Florida. We're very big in New York City now with— I think we have 2 offices there. We're in the Midwest all over. Cincinnati is becoming our biggest region. We did our first acquisition there, and then we just did a bolt-on of a firm that added to that. So the point is you have to have a plan, but you also have to be opportunistic to see what fits. But ultimately, every one of our 36 acquisitions was around culture. And if it's not the right culture, we tend not to pursue it.
So that's something I'm very curious about. In terms of trying to assess, understand a culture without actually being there day to day, I just imagine it's tricky to truly understand, right? You're coming in from the outside with limited information. You can work the phones, talk to people, gather feedback. And that directionally may give you some information with which to work. However, there's always going to be a gap, however large. So how do you bridge that gap? And what do you look for in terms of red flags or where you say, this, I think this is right? And to what extent is that emotional, quantitative? I mean, there are a lot of— I'm asking you 25 questions.
Greg, the answer is yes to everything you just said. Right? And it's honestly the hardest part, right? Because no matter how much time you spend, it's a limited amount of time. And it's also in a defined area. Right? So it's like, you're with somebody for 5 minutes and they can behave. One of the jokes is if you golf with somebody for 4 hours, you get an idea of their character. Did they move the ball? Did they cheat? Did they swing and miss and say it was a practice swing? Whatever that rule is. So what we try to do is orchestrate multiple times where we meet with the firm. So you're not just taking a random one-time event and spending extended periods of time. One of the comments I get a lot is we'll have a full-day event and an evening dinner or something, and they'll say, why Why are you here the whole time? And I said, I'm here the whole time because you want to see us, but I want to see you. And you'll be surprised what comes out in interactions with our people, in comments that are made. And at the end of the day, it sounds very difficult, but over a period of time, it's easy to see. And culturally, what I mean by that is we literally have an org chart that starts with the client at the top, and then everybody who takes care of the client next, Everybody takes care of the people taking care of the client. Management's at the bottom. If you think you're at the top, it just doesn't fit with us, right? Because we're a service-oriented business. And if you think you're the one who has to be serviced or you're the one who's most important, then it doesn't fit. So what I, you know, and people out there thinking about M&A, I would say define your culture and then find folks and other firms that fit that culture because the biggest battle you'll have is the difference in culture.
You mentioned daytime meetings, for example, then you go out to dinner. Do you intentionally try to change where you might go, like maybe take them to a game, or just so it's not always the same environment, see them in different environments and different situations where they can reveal more of their true selves, if you will?
Yeah, now we've never done this, but there's an old trick that people use interviewing where they tell the waiter to bring them something that they didn't order and see how they react. But we never did that. But that's the concept, right? So what we do in lieu of that is during the day, we'll have different team of people come in talking about different subjects, and you'll see the interaction, and you learn a lot from that— how they ask a question, how they respond with an answer, or all those things. And again, there's no right or wrong. It's a feel, and culture is a feel. It's very hard. It's like, what's the old expression? I can't describe it, but I know what it is when I see it.
I think it was the Supreme Court.
Yeah, right. And so what we try to do is We have 3 tenets that we live by. 1, take care of the client. 2, take care of each other. And 3, take care of the community. And sometimes you'd be amazed, but we'll find a company and on their website will be those 3 things. And it may be different words, but the 3 things that line up. So right there, there's an alignment of certain interests that, okay, it's a good start. Now let's see, you know, and the ultimate test is at the end of the day, would you want to have dinner with this person again without talking business? Would you want to go to lunch? Would you want to see them? Because if you cringe when you see them, you probably shouldn't be your partner.
Yeah, yeah, exactly, exactly. Okay, so that's culture. Let's talk about innovation and M&A strategy because it's, I think to many people, they just hear M&A and they think it's very simple, but of course it's not. Tell me about the need to be innovative and like how that might manifest or any thoughts you have on the topic.
No, you know, one of the things about life is it's a journey and you learn. And I would say the same thing about M&A. Remember, I was a banker for a long time, so I had a little bit of experience, but I had no idea what I didn't know, right? And so when we started our first journey on doing M&A, we didn't have an integration team. And what I mean by an integration team is a group of people dedicated fully, 100%, to taking the team that is joining your firm and making sure that they feel completely integrated in terms of the systems and the training and the knowledge and who to go to for what and where to go. And you take that for granted, right? And you go, yeah, we'll just buy them. They'll just come in. Well, it doesn't work that way. And it's hard. It's really hard. So in the very beginning, it was my CFO and I who were the integration team. And we were terrible. We just— we were— because we were busy with other things. So over time, we've created an integration team that's now up to 10 people. And they'll do things like look at your compliance manual, compare it to our compliance manual. It doesn't sound like a big thing. But if you're used to trading a certain way and you have to adopt our way, sometimes that's a rub. Right? And it's better to know that rub before than after. We'll take their investment strategies and look at our investment strategies and compare them. We don't want to have 5,000 securities to follow, whether it's an ETF, mutual fund, separate account. So it's a lot of granular work that has to be done. And then the other big part that I've realized is we have a dedicated team of people searching for firms that meet our characteristics. We're looking for in geographies who are calling 24/7, you know, just dedicated to it. Where if I'm calling, then I'm on a client call and I miss the callback and it just never works as efficiently. So there's pieces of M&A that you take for granted. Now they don't have to be large to begin with, but you should have somebody dedicated to calling on firms. You should have somebody dedicated to integrating firms. And then there's the whole legal aspect of it. You have to document it, right? And you have to have the right provisions and covenants and terms. And hopefully all those get done. Knock on wood, in 36 deals, we haven't had to go back and look at any of that legal work, right? Which is, you know, it's a sign of something's going somewhat well, you know, that you don't have to do that.
Yeah. And I'd imagine that in doing so, having this, someone overseeing the integration process, there's much less of a chance of, you know, the company being acquired slipping into past ways, the inertia, and especially perhaps even for companies that have been around very long where some of those habits are deeply ingrained, it could be more of a challenge than a company around 2, 3 years where they're just finding their footing.
Absolutely. And one of the strategies we have— and again, it doesn't mean it's the only strategy— is we're looking for companies of a certain size that haven't made the leap of growth where they've spent a lot of money to create a system that they really are reluctant to give up. So if we find the firm that says, oh, I— basically, at the end of the process, I say to every partner that we've talked to, there's 3 things you should think about. Is it better for your clients? Do you think the platform you're joining is a better solution and will be better for your clients? If it's not, stop here, right? Number 2, your associates and your team. Is it a better opportunity for them? Will they have better development? Will they have better opportunities to grow? If not, stop there. And then third, and not that it's last, but it only can be after the first 2, is it better for me and my family? And what most entrepreneurs are faced with is, okay, there's no one within their organization that is is financially capable to buy them at a price that's a reasonable price. So they might have to be the seller financing or, you know, and that's just a different mindset. So those 3 things, I think, for a seller are what you have to think about. And from a buyer, you want to make sure that you can match up to that.
Right. So it's a win-win-win, if you will.
Correct.
So let me ask you, you've done so many deals. Have you found it in a way easier to close deals because of your track record, that if you approach a company, they'll say, oh, these guys know what they're doing. They've been around. So I'd assume there's a level of reassurance there.
You know, that's a great point. In the beginning, it took 2 years to get a deal done because our model was pretty different from the rest of the marketplace. It wasn't, Greg, you know, here's some money, come join us and hey, keep doing what you're doing and let us know if you need anything. What we say to you day one is, not immediately, but you're going to transition into our platform, right? It's going to take 3 to 6 months to transition, but you're going to use our investment strategies. You're going to still pick which ones are right for your client, but it's going to be one menu. We're never going to be— no clients are going to look exactly alike because they have different goals, but they're going to fish in the same pond, if you will.
Right?
Yeah.
And that way we can vet them, monitor them, and provide that solution set where you as an advisor have more time. So our whole view is we think I think scale is the most important issue in our business today. And what's frightening to me is, like, when I started at MAI in 2007, I used to think, okay, if we had $5 billion, that would be scale. Then we got close to $5 billion, someone said, oh no, Rick, it's $10 billion. And then I think, okay, well, if we got to $10 billion, then get close to $10 billion, they go, oh no, it's $25 billion. Now someone's telling me it's $60 billion. Now I'm not saying I buy into that, but the reality is regulatory, Technology, all that has a cost to it. So the more we can put an infrastructure around and a base underneath it that pays for that. So being large is a value because you get the economies of scale and you can access talent, solutions, resources, all of that. But on the other side of that, you better— our view is we want to be a boutique on the client side and our whole value prop. And again, everyone's value prop is different, but our value prop is the advisor then has more time with the client. And you never lose that intimate relationship. So the client calls Greg, he's still calling Greg, but now Greg has a little more time to interact because he's not dealing with payroll and compliance. And I mean, he's being— he's complying. He's just not being the compliance officer, you know? So.
Right, right. And thanks to the scale and the acquisitions, you have more resources to bring to the table.
Right.
Excellent. Anything else that you want to talk about on M&A before?
You know, I think, again, M&A, it sounds easy. It's just— it's really hard. It's really hard because the easy part, to be honest, is convincing someone to basically come aboard. The hard part is making that whole transition happen. You know, okay, now you really do have to stop doing that, right? Or you do have to do it this way. And there's an old expression of once you're king, it's very difficult to be prince. I've experienced it myself. And when we, back in the Spears Benzac days, when we sold to KeyCorp, you were in charge of your own empire. Now all of a sudden, you're reporting up. And so what you used to be able to say, we're doing this, now you can't say that anymore. So it is frustrating. And so there is a transition strategy where you have to make every partner feel important. And that's part of our culture is, like, when someone says— we'll be in a meeting somewhere, and someone says, oh, this is my boss. And I go, no, I'm not his boss. I'm his partner, or I'm her partner. And I mean that. You know, like, literally, I feel our job as management is to embrace and help each person develop and ultimately serve that client. And so it's a mindset, that's all. And, but the point of M&A is it sounds simple. You know, you buy somebody, you get bigger, but it's not that simple. And because there's so many things that could go wrong if you don't have the right message to all those clients that the firm you're acquiring follow. You better have a story to make it very explicit why they should follow. We've been very fortunate. I think it's 99.9% of the clients have followed. I remember one funny story is the sister of one of the people we acquired was mad at him at the time and didn't follow, but it was like an immaterial amount. But the point I'm making is it's a whole business model that you need to have a plan around, not just—
Be very intentional about it.
Very intentional.
Yeah. And so we've talked a little about the the past, did the present. What about the future of M&A? Any, I don't know, big points to make?
You know, people have like for a couple of years going, when's it going to stop?
Right.
And valuation as an issue. And I'll make a point now that, you know, we started really doing transactions in 2019 and there are more RIAs today than there were in 2019. And so I think what's happening and I don't think I'm I'm the only one who sees this— is the advisory world, first of all, is very complicated because everyone says wealth management and it's a very vast description of what it is. But when you're at a wirehouse versus an independent RIA, you truly have a better opportunity to serve clients at an independent RIA because there's no limitation on how you can help that client. I'm not saying it's wrong or anything, but in the FINRA world, if you are asked by a client to look at something that's not on that platform, that's a violation We're not. That's what we do. Right. So you're seeing a gravitation of people leaving the wirehouses, going to the RIA world. So as a result, it's still growing. I think the M&A world is in this— we're in the second inning, third inning in our space because, you know, I think I'm in my mid-60s or late 60s and I'm the average RIA out there. And most of the RIAs are under $1 billion. So What's the strategy long-term? What do you do? And most people got in it for one simple reason, and that's to take care of clients. So don't you want to take care of clients when you're not there? You do. And that's what I think drives a lot of this, is the fear that something happens to them and their clients are left out. Mm-hmm.
Okay. Tell us a little about your sports and entertainment business.
You know, that's how the firm got started. Mark McCormick was the founder of a company called IMG, which was really the first sports and entertainment. For those of you not familiar, you think of Jerry Maguire, he was the first Jerry Maguire. His first client was a gentleman named Arnold Palmer, and they shook hands, and it was a handshake, and Mark represented him trying to get him licensing, endorsements, things like that. And then all of a sudden, Arnold had needs, and the needs were all financial. Hey, my tax return, what am I gonna do? Okay. We'll do it. Oh, we come home and the lights are out because no one's paid the bills for 3 months as we've traveled in all these tournaments. All right, we'll pay your bills. So I don't think— I never got to meet Mark, by the way, because he died before I bought the company. But my belief is he only cared about the wellness of the client so that they could focus and concentrate on what they did well. So we keep that same philosophy today. So what he did inadvertently was build the wealth management firm of the future by having all of these resources under one umbrella. I remember when I bought it, people said, you can't buy that company. It does what? Look at it like it was a conversation at one of the recent presentations where everyone says, no, no, no, bad idea, bad idea. And sometimes you have to work through that. And so one of the challenges M.A.I. had when I bought it, we had 50 people. We had $900 million under management at the time in 2007. But we did everything. We paid bills. We did tax returns.
So you had that infrastructure.
We had the infrastructure. But we weren't making any money because it was never a business, it was a service. Right, right, right. And so funny story is the first day I was there, I walk in, I'm the new guy, right? And so I'm walking to the bathroom, found the bathroom on the first day, it was a good thing. And a guy walks out of a closet with a bucket of water, hits me with it, water goes on my leg, and I go, hey, how are you? I'm Rick, what's your name? He says, I'm Todd. I said, Todd, what do you do? He goes, I'm the IT guy. And I go, really? Okay, well I go, what's with the bucket of water? He goes, well, that's for the air conditioner. And I go, air conditioner? He goes, yeah, in the closet we have an air conditioner for the server. And I go, oh my god. I mean, that's how bad the infrastructure was. But what they did incredibly well, they had an unbelievable focus on taking care of the client, which I loved. That was the reason I bought it. And so then we just added those two other pillars of taking care of each other and taking care of the community. And that has been really, I think, the secret sauce. Right.
It's kind of the North Star. And it was, you know, there from day one, I guess.
So Mark took Arnold and went from Arnold to baseball to football. And if you can think of, without saying all the names, it's a who's who of the athletic world. Yeah.
And I'm sure, I would guess that the referrals are huge there. I mean, right? I mean, just like athlete talking to athlete, that goes far.
It does. And the other part of it is, Even if we don't get an athlete the first time— Like, we took on a recent athlete. They came out of college. They didn't pick us. Then a year later, they picked us. We amended their tax return and found them $75,000 in error. You know, the way the prior accountant had done his tax return, we amended it and got him a refund of $75,000. So it was a great hello, you know? And so people understand that being in this for 51 years, we understand the mindset of an athlete. And I think you have to think of them in phases. In the very beginning, you have to treat them very differently because this could be all they have for the rest of their life. So from 22 to 90, this could be it. But once they get further along, they're really not different than any other very wealthy family we have. They become exactly the same and they want to be thought of the same.
Are there any interesting misconceptions or just high-level thoughts about working with these clients that people might not think of?
Yeah, I think most people and, you know, As a college athlete, I remember people thinking athletes weren't that bright. And I remember being very annoyed at that. My first business law class, they said, "Oh, let's see if this young guy we just signed to play baseball for us knows anything about this." And I answered the question and he was like, "Whoa, we got a smart one." And most athletes are really smart. The problem is that it's not that they're not smart, it's that the people around them also believe they've just won the lottery as well. So one of the roles we play is the gatekeeper to keep them from the people that are trying to get to them. Now, sometimes those things are good, and we have to let those come through. And sometimes they're bad, and we have to keep them out. But the challenge really is the misconception that they're really hard to deal with, and they're really not.
They're usually—
and you can fine-tune that. You can pick who you want to do business with and not.
In college, on a personal level, you performed an unassisted triple play.
Correct.
And just for context, for whether you know about baseball or not, it's an exceptionally rare play. There have been in Major League Baseball, I think, only 15 in history in over 100 years, and it's rarer than perfect games, of which there have been around 24, 25. And it's also one of the fastest plays in baseball. Boom, boom, boom. So, you know, briefly tell us what happened, because it's interesting. The New York Times Wrote about it and made the Times, which is pretty cool.
[Speaker:RICK SMITH] The truth is, if truth be told, it's very lucky. You have to be in the right place at the right time. You have to be aware. So one of the things our coach in college taught us was every pitch, understand what would you do if this happened or that happened. So it was first and second, no out, obviously. And the batter hit a line drive up the middle. I was a shortstop. And I take a couple steps and lunge. And it sticks in the webbing of my glove. And now the runners thought it was gonna get through, so they're moving. So I did a— they call it a drop step, where you put your right foot behind you, and now you go right to second base. I step on the base. Now I got 2 out. So obviously, the first baseman's yelling for the ball. But I— Greg, he was as close as you are to me right now. So I go, "I can— I'm aware. I can run him down and get an assist to triple play." So I just ran, and plus, it was less risky, to be honest, than throwing it, right? So I just ran the guy down, got an assist triple play, and off we went. So it was total luck.
I don't know. What were you feeling and what was the reaction from your teammates?
Oh, they went crazy, right? Because as you said, it is a very rare event. It's the only one I've ever seen and I've played baseball my whole life. So, except for one time I was coaching my kids in third grade and it was like the Bad News Bears. And we had a kid on third base who literally, I don't think caught a ball all year and it was bases loaded, no out. And it was a pop-up and he kind of stumbled over, caught the ball. Accidentally stepped on the base and ran into the guy coming from second. And I said, did you know what you did? And he goes, no. I go, you just made a triple play.
Not as elegant as yours, but the same play.
Same play. Yeah.
Yeah, actually. So this is a surprise, Rick. You don't know I have this, obviously. So I have a baseball card of Rick.
Oh my God.
In my hand.
Oh my God.
This was made in 1977.
Is that the Bergen Pilots? Long Island Nationals?
Yeah. Long Island Nationals.
Okay.
It was— the card is not a Topps card. ACBL sponsored by Manufacturers Hanover Trust, which is later part of Chemical, et cetera. It's very cool seeing you here young. This is taken in a photo, I guess '76, '77. Do you know any context here?
Well, yeah. I mean, this is a league that Major League Baseball sponsors. And every team sends a couple of people to the league. And I was a New York City kid. So I grew up in Queens. And so the Nationals asked me to play for them. And we won the league. Oh my God, look at the weight on there.
Well, those things are often inaccurate.
But all kidding aside, it was a really fun summer because I don't think the Nationals had won in a long time and we ended up winning. And I could name half the team still. We still stay in touch.
Awesome, awesome. I'm just curious, do you have any of those? And if so, how many?
Cards?
Yeah, that card of you.
I have a bunch of stuff, like, you know, there was a lot of articles written, like you said, The New York Times and other things. You know, I was captain my junior and senior year. I played for a guy named Gil McDougall, who was a New York Yankee.
And he was Rookie of the Year, I believe?
The same year that Mickey Mantle was a rookie, so he was the real deal.
That was like early '50s?
'51. '51, yep.
And he was an All-Star, All-Star team a few times.
3 times, at 3 different positions, too. Wow. So when I went to college, I was a catcher. And in the fall, he said to me, you're not going to play much because we have a senior catcher, but I hear you can play the infield. So I went to third base. He hit me a couple of ground balls. I went to shortstop. He hit me 3 ground balls, threw the bat up, and said, I found my shortstop. And I never caught again.
That's awesome. All right. Well, I guess we could wrap it up unless there are any final words you want to share.
No, Greg. I just want to say thank you. And for all those listening, thank you for listening to this. You know, M&A can be a great strategy for almost any firm. I would just ask you to be thinking about what it is you're trying to create, what your culture is, make sure that you align that culture with whoever you partner with, and have a plan on how to integrate them into your firm. If you do that— don't do it because you think it's going to help you grow. Do it because you're growing, and that will amplify your growth. I don't think it's a solution to your problem. I think it's an additive to your firm if your firm is growing the right way. If you're not growing, figure out how to grow first and then make M&A a part of that growth plan.
Excellent. Excellent. Well, thank you so much for joining.
Thank you, Greg. Appreciate you.
My guest has been Rick Bunechor. For more podcasts and the latest wealth management news, visit barons.com/advisor. For The Way Forward, I'm Greg Bartalus.
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