CODE OF ETHICS AND BUSINESS CONDUCT
Good advice requires more than experience. It requires judgment people can trust.
Plan B and C works with people making decisions involving businesses, careers, capital, operations, and risk. Those decisions can have meaningful financial and personal consequences. Our standards are intended to make clear how we approach that responsibility.
Our Code of Ethics and Business Conduct
Plan B and C, Inc. provides business ownership advisory, franchise advisory, strategic advisory, and related consulting services.
The nature of that work means clients may share financial information, business plans, employment concerns, operating problems, investment goals, personal objectives, and other information they would not ordinarily provide to someone they had just met.
That creates an obligation.
Our role is not simply to provide information. It is to handle that information responsibly, distinguish facts from assumptions, disclose relationships that may influence a transaction, and give clients enough room to make their own decisions.
The principles below apply across Plan B and C’s advisory work.
Integrity comes before the transaction
We do not believe every client should buy a business, purchase a franchise, pursue an acquisition, hire an advisor, or proceed with the opportunity currently in front of them.
Sometimes the right recommendation is to continue evaluating. Sometimes it is to change direction. Sometimes it is to stop.
Advice should not change simply because one outcome creates a transaction and another does not.
We will not knowingly misrepresent an opportunity, conceal material concerns, manufacture urgency, promise outcomes that cannot reasonably be supported, or push a client toward a decision because it is convenient for us.
Clients should understand how we are compensated
Financial relationships matter because they can create incentives, or at least the appearance of incentives.
In some franchise transactions, Plan B and C may receive compensation from a franchisor or intermediary when a client introduced through our process purchases a franchise. The client does not ordinarily pay that referral compensation directly.
When compensation, referral arrangements, commissions, participation interests, or other financial relationships are relevant to an engagement, they should be disclosed clearly enough for the client to understand the relationship.
Compensation does not remove the obligation to evaluate fit, risk, economics, operating requirements, or whether proceeding makes sense.
We distinguish guidance from guarantees
Business ownership involves risk.
No advisor can guarantee that a business will succeed, that revenue will reach a particular level, that financing will be approved, that a territory will perform as expected, or that an investment will produce a specific return.
Historical performance, financial projections, Item 19 information, seller representations, market data, lender calculations, and other sources can help inform a decision. They do not eliminate uncertainty.
Our responsibility is to help clients understand what information is available, what assumptions are being made, what questions remain unanswered, and where additional professional review may be appropriate.
Independent judgment must remain possible
An advisory process loses much of its value if every path leads to the same predetermined answer.
A franchise may be appropriate for one person and completely wrong for another. The same is true of buying an existing business, starting independently, consulting, licensing, distributorships, or remaining employed.
Strategic advisory works the same way. The answer may be a process change, a vendor decision, additional leadership capacity, restructuring, outside expertise, or no major intervention at all.
We preserve the ability to say that the original assumption was wrong.
Material conflicts should be disclosed, not hidden
A conflict of interest does not necessarily mean a relationship is improper. It does mean the client should have enough information to evaluate it.
If Plan B and C has a financial, referral, ownership, partnership, or other material relationship connected to a recommendation, transaction, vendor, franchise system, financing source, professional referral, or business opportunity, we will disclose that relationship when it is relevant to the client’s decision.
Where a conflict cannot reasonably be managed through disclosure and professional judgment, we may decline or limit the engagement.
Confidential information stays confidential
Clients frequently share sensitive financial, professional, operational, and personal information during the advisory process.
We use that information for legitimate business purposes related to the engagement and take reasonable measures to protect it from unnecessary disclosure.
Client information is not treated as marketing content, a casual source of introductions, or something to be shared simply because it may be commercially useful.
Information may be shared with third parties when authorized by the client, when reasonably necessary to perform a requested service, when required by law, or when otherwise permitted under applicable privacy practices and agreements.
We stay within the boundaries of our role
Business advisory frequently intersects with law, accounting, taxation, lending, securities, insurance, valuation, real estate, and other specialized disciplines.
Plan B and C may help identify questions, organize information, evaluate business implications, and coordinate parts of a decision. We do not represent ourselves as a substitute for attorneys, CPAs, tax professionals, licensed lenders, investment advisors, or other regulated professionals where their expertise is required.
When an issue requires specialized professional judgment, the appropriate answer is often to involve the appropriate professional.
Referral relationships should not compromise the advice
Clients may need attorneys, accountants, lenders, funding specialists, insurance professionals, brokers, valuation experts, technology providers, or other outside resources.
We may introduce professionals or organizations we believe could be useful. A referral is not a guarantee of performance, and clients remain free to select their own advisors and service providers.
When a referral relationship includes compensation or another material benefit to Plan B and C, that relationship should be disclosed when relevant.
Clients retain the decision
Our job is to improve the quality of the decision, not to take ownership of it away from the person making it.
We can challenge assumptions, compare alternatives, identify risks, organize diligence, introduce resources, interpret business information, and offer a point of view.
The final decision remains with the client.
That means clients should have the opportunity to ask questions, seek independent advice, review important documents, speak directly with relevant parties, and take reasonable time to understand what they are agreeing to.
Pressure is not due diligence
Some business decisions are time-sensitive. Artificial urgency is different.
We do not believe a person should commit substantial capital because they were made afraid that asking another question would cost them the opportunity.
Legitimate deadlines, territory availability, seller timelines, lender requirements, contractual periods, franchise disclosure waiting periods, and market realities should be communicated accurately.
They should not be exaggerated to manufacture a decision.
FRANCHISE-SPECIFIC STANDARDS
Franchise advisory carries additional responsibilities
Franchise transactions deserve particular care because the advisor, franchisor, franchisee, broker network, lender, attorney, and other participants may all have different roles and economic interests.
When Plan B and C assists someone evaluating franchise ownership, our process is intended to help the prospective owner understand the business rather than simply move through a sales funnel.
Fit before brand
We begin with the client’s goals, operating preferences, capital, risk tolerance, skills, lifestyle, and desired role before narrowing the franchise field.
Disclosure before commitment
Clients should receive and review required franchise disclosures and understand that the Franchise Disclosure Document is an important source of information, not a substitute for independent diligence.
Validation matters
Existing franchise owners can provide perspective on operations, support, economics, ramp-up, expectations, and the realities of owning the business.
Financial claims need context
Historical results and Item 19 financial performance information should be considered in context and should not be represented as a guarantee of future performance.
Professional review has a place
Franchise agreements, entity formation, tax matters, financing structures, and other specialized issues may warrant review by qualified legal, accounting, financial, or other professionals.
No is an acceptable answer
A successful advisory process does not require the client to purchase a franchise. Deciding not to proceed can be the correct result of good diligence.
Prospective franchise buyers can also review the Federal Trade Commission’s guidance on buying a franchise .
ACCOUNTABILITY
These standards are intended to guide conduct, not decorate a website.
A code of ethics has limited value if it only describes how an organization behaves when everything is easy.
The more meaningful test comes when there is money on the table, when a client wants an answer we do not believe the evidence supports, when an attractive transaction has a material weakness, or when saying something plainly may make a deal less likely to happen.
Those are precisely the situations in which professional judgment matters most.
If a client has a concern about our conduct, communication, disclosure, confidentiality, or a potential conflict, we would rather address it directly than allow the question to sit unresolved.
THE STANDARD
The goal is not to get every client to yes.
The goal is to help clients reach decisions they understand, based on information they can evaluate, with risks they have had the opportunity to consider.
Sometimes that decision is yes.
Sometimes it is no.
Sometimes it is, “not yet.”
All three can be legitimate outcomes of good advisory work.
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If the way we approach the work matters to you, start there.
The first conversation is about what you are trying to accomplish, what you are considering, and whether Plan B and C is the right resource for the decision.