Category Archives: Team

How Do You Respond to a Purchase Offer? Five Thoughts

Situation: A company has been approached by a larger company that is interested in purchasing it. The purchaser wants to fill a niche that they don’t currently serve, but which is important to their growth. The CEO is concerned about what will happen to employees following sale of the company. How do you respond to a purchase offer?

Advice from the CEOs:

  • Questions for Preliminary Stage Research:
    • What valuation is the tipping point for an attractive offer by the buyer?
    • Determine the nature of the purchaser’s interest in the company and how it fits into their broader strategic picture. If their plan will dramatically change the market the company’s current market value may go down later relative to doing a deal with them today.
    • If the acquirer has a history of buying other companies, look at who they’ve recently bought, what they paid, and what kind of impact they had on the staff and culture of the companies purchased.
    • Check out the purchaser’s P/E ratio. If it is in the range the company’s desired multiple on EBITDA, a good deal is possible.
  • Temper the company’s response and approach to get the most from this experience.
    • Currently, assumptions about the acquirer make the offer appear unappealing. Ask questions to validate or challenge these assumptions.
    • Be open-minded so that the purchaser reveals more about themselves and the market than they would if they sensed a lack of interest in an acquisition.
  • How does the company protect itself during the inquiry and due diligence process?
    • Keep staff numbers and individuals, and customer lists close to the chest.
    • Have an LOI and ask for a breakaway clause before sharing significant information. 
      • Breakaway clause: if the two companies get into discussions and the potential acquirer decides to abandon the discussions, it will cost them $1M.
      • The potential acquirer may not agree to this, but it demonstrates that the company is serious both about the discussions and about preserving the confidentiality of its business information.
  • More Advanced Stage Questions and Research:
    • This looks like a strategic interest. If so:
      • Get assistance from an investment banker.
      • Look at what other alternatives may be available to the acquirer to assess the company’s potential value.
      • Any offer other than a high-multiple strategic valuation and offer should not be of interest to the company.
    • What restrictions will the acquirer put on the company? 
      • For example, if there is an earn-out value, will they give the company the freedom to operate to maximize this value?
    • Be careful with employee communications and how employees are informed of an outside interest. This can be difficult during due diligence.
    • If the founder remains with the company post-sale this could help lock in the value of the exit and assure the employees’ future.
  • Make the most of this opportunity.
    • Are there ways that the company can become better and smarter working with the acquirer?
    • Is there a relationship short of acquisition than would benefit the company like a collaboration or partnership?
    • Can a relationship short of sale enhance the company’s market presence and help the company to achieve national status more quickly?

How Do You Manage Conflicting Demands from a Client? Three Points

Situation: A CEO is struggling to manage conflicting demands from a key foreign client. The client frequently changes targets and priorities; however, the performance contract with the client does not allow variations from plan. In addition, the CEO and client have different expectations concerning ROI. How do you manage conflicting demands from a client?

Advice from the CEOs:

  • Recruit or access expertise from an individual who knows both cultures to coach you on intercultural communications. This will help you to avoid inadvertent miscommunications where your well-intended queries are negatively interpreted by the other party.
    • Cultural interpretation is an increasingly important factor for multi-national business growth.
  • Are there elements of the client’s structure and the agreement with the client that offer significant benefit, but which are underappreciated by company staff?
    • Access to capital?
    • Access to funding or allowance on expenditures that allow the company to increase staff to meet company demands?
    • Assure that staff are aware of these benefits and how critical these can be to the company’s, and their future growth and income.
  • Meet with the client’s leadership to outline the conflicts that the company faces meeting the client’s needs and demands. Explain to them how these conflicts are compromising the company’s ability to meet their needs. Once the conflicts in priorities are clearly expressed this may help the client to understand and resolve the conflicting demands.
    • This may involve a considerable personal risk and cost to the CEO. However, if the effort is successful it will, in the long-term, benefit both companies.

How Do You Balance the Demands of Work and Family? Five Views

Situation: A CEO struggles to balance time and responsibility commitments to his business with demands of his family. This is not an uncommon struggle for executives. The question is: what strategies are effective to address the needs of both. How do you balance the demands of work and family?

Advice from the CEOs:

  • One Member: It takes a plan to find a solution.
    • Decide what you want and write a business plan to get there.
    • What relationship do you want with your soul mate? Make this part of the plan.
    • Have a conversation and test whether your and your spouse’s long-term visions are complimentary.
    • Don’t take on additional work – this is good both for family relationships and the role as CEO.
  • Another Member: My spouse and I talk about this a lot – particularly around time.
    • We have agreed on how the week is carved out – family time/work time.
    • We agree to honor each other as we are – not how we want the other to be.
    • Watch work commitments because – long-term – your spouse and children more important and more lasting than work.
  • Another Member: I’ve lived through the same issues.
    • I probably erred on side of family vs. career. The benefit is that now, I can’t get enough time to play with my kids. It’s great!
    • Attention to children is very important during the early years. While infants are not as capable of communicating as they will be later, the basic emotional and learning patterns – as well as affection patterns – are created early in life. It’s like the foundation of a building – not much to look at from the street, but it allows the whole building to stand.
  • The same mind that developed your business can solve this.
    • Stay open to solutions.
    • Make a choice.
    • This is uncomfortable, but not bad. The struggle proves that you care.
  • View your spouse as somebody who cares enough about herself so that she thinks she deserves a class act from her mate. Isn’t this what you want in a mate?

How Do You Manage a Business Transition? Five Thoughts

Situation: A company is moving from sole focus on servicing a market to a split focus including developing and marketing their own products. This is a significant transition for the team. What is the best way to organize this effort? How do you manage a business transition?

Advice from the CEOs:

  • While the company’s financials are great for their market, cashflow may be insufficient to fully fund a development company.
    • Internal development of new products can create conflicts if it creates competition for resources between internal and external projects.
    • To avoid this, create an independent company or entity – in a separate location. Seek outside funding whether bank, angel or partner financing. The independent entity can then buy resources from the primary entity at competitive rates.
  • Several years ago, another CEO utilized the strategy just described. The important lessons were:
    • Assure that venture is properly resourced.
    • Assure that there is a balance between proven structure and creative application development.
    • Utilize best resources available at same rates that key customers pay.
    • Offer free guidance but not free services – peer reviews are key.
  • A third CEO had an opportunity to open a new business using the spin-off model.
    • They allowed infrastructure sharing – with proper compensation and incentives (equity ownership).
    • Ultimately both entities were successful.
    • Lesson: Properly implemented, this model works.
  • There are four aspects to the challenge.
    • Product concept
    • Talent for execution
    • Financing
    • Distribution
    • The business plan for the new venture must address all four.
  • Building internally (vs. externally) creates natural conflict. Workers will tolerate change in direction from clients better than they do from insiders.

Should You Sell or Buy Another Company? Six Thoughts

Situation: A founder CEO is faced with two options – either selling his company or buying a complimentary company. The acquisition would fulfill his dream as CEO, but he is concerned both about the synergy between the two entities and his ability to manage the combined company. Should he sell, or buy the other company?

Advice from the CEOs:

  • Given these concerns approach the purchase opportunity skeptically. Be more prepared to say no than yes.
  • In evaluating his ability to run a larger operation, the CEO should objectively assess his own abilities.
    • A good CEO is not a Superman. A good CEO creates a viable business model and vision and hires a good team to bring that model to reality.
    • Consider past accomplishments. In an industry where nobody makes money the CEO has created a business model that is sustainable, highly profitable, and technically superior. The only thing lacking is size in terms of revenue.
    • The new opportunity – on the right terms – can launch the company from dominance in a niche to dominance in a significantly larger industry.
  • Assess the new opportunity both as a technical and cultural match. If there is a good cultural match:
    • Fewer things must go right to add value.
    • The purchase provides a channel to a larger market.
    • The acquisition will rapidly speed company growth.
    • The biggest concern will be the time to manage both entities.
  • The most important factor will be the chemistry between the two company teams. If the chemistry is good, the combination offers reasonable assurance that the two teams will complement each other.
  • Look at the purchase as an opportunity to build a win-win with enduring value.
  • In considering outside investors to support the acquisition, be cautious about financial partners and the conditions behind each financing option.

How Do You Merge with a Competitor? Seven Suggestions

Situation: A company is in discussions with a competitor about a possible merger. The CEO seeks advice both about how to proceed with these discussions, and how to communicate the possible merger to staff. How do you merge with a competitor?

Advice from the CEOs:

  • Until there is a signed binding legal contract everything must be business as usual.
  • Maintaining this attitude provides more leverage as the negotiation proceeds because the company is prepared for either situation.
  • If there is a differential in pricing between the company and the competitor, write short term contracts with customers that the company takes from the competitor. This creates the opportunity to revise the contracts and pricing if the merger is completed.
    • This issue begs the question – why do a deal now versus in 1-2 years? If current strategies are increasing the size of the company relative to the competitor, in another 1-2 years the company will be worth more compared to the competitor and will be in a position to complete a deal on more favorable terms.
  • At this point, most staff are unaware of the discussions. How is it best to proceed?
    • Consult an HR expert on when to start communicating, what to communicate and how to phrase the message.
    • The trigger to initiate top level staff communications will be the signing of a due diligence agreement.
    • The message to senior management: there is interest but no binding agreement, here’s the deal that’s being discussed. Then just listen to what they have to say.
    • Communications to staff create an important management challenge. Staff will be concerned about their futures and will want to have assurances that these are secure.

What Are Your Five- and Ten-Year Plans? Five Points

Situation: A CEO is considering her exit strategy between five and ten years out. She wants to do what is best both for her, the company and her employees, assuring that both personal and company needs are met and the company is ready for transition. What are your five- and ten-year plans?

Advice from the CEOs:

  • The personal side and the company’s future are closely linked. The solutions and strategy must fit both the CEO’s priorities as well as those of the company. By looking at the CEO’s role, the current and future needs of the company, and any changes that need to be made, the CEO is preparing for an eventual exit.
  • The CEO must decide what lifestyle she wants – both as she prepares for eventual exit and as she prepares the company to continue under new leadership.
    • She must decide what she wants to do with her time in an ideal world. What will make her happy as she prepares for the future?
    • This must be considered both for herself and her business partners. Have conversations to align both business and personal expectations.
    • Conduct a strategic planning retreat on the future of the company as well as the transition of leadership.
    • Have a talk with significant others to align personal expectations.
  • What changes in leadership are necessary to implement the plan? What are the key roles and who will fill them? What is the succession plan for each key role? Are current personnel in place to fill these roles, or is additional hiring and training necessary?
  • Consider an ESOP or a virtual stock program to enhance employee incentives and sense of ownership in the company’s future.
  • Decide what exit means on a personal level.
    • Transitioning from founder to leader gets the CEO more involved in the company.
    • Meditate on priorities and engage in ongoing discussions with key personnel to jointly plan the future.

What is the CEO’s Job? Is It for Me? Four Recommendations

Situation: A CEO wants to significantly grow his company, either to prepare for an IPO or to become an interesting takeover target. However, he struggles with delegation. When responsibilities are delegated, the job isn’t done to the CEO’s satisfaction and he ends up doing the work himself. He asks: what is the CEO’s job? Is it for me?

Advice from the CEOs:

  • In order to grow the company to the desired level, it is necessary to hire competent people and delegate. The most important position will be a COO with deep experience organizing people and functions.
    • The CEO’s role is to provide the vision and strategic objectives for the company. The COO’s role is to assure that the right people are in place or hired to do the work necessary to realize the vision and operational objectives.
    • The CEO-COO relationship will be pivotal. If there are specific ways that the CEO wants to see things done, these must be clearly delineated in discussions with the COO.
    • The role of the COO will be to organize the company to reach the growth objective.
  • Hire a competent, talented HR person to plan the organizational development road map, and the positions that must be filled in stages to reach the goal.
    • The growth plans of the company are ambitious. Absent significant change, growth will be limited to a fraction of the current objective.
    • Working with the COO and HR person, build the organizational chart for the size company that the vision imagines. Fill the chart with current personnel where the fit is appropriate. Determine where the gaps exist and build a plan to hire these people in stages.
    • The E-Myth Revisited by Michael Gerber provides an exercise to accomplish this.
  • Hire a high-level assistant to help in areas where the CEO finds it difficult to let go. This will be another key relationship and will be important to learning how to let go.
  • Hire a CEO coach.
    • This will likely be an individual with significant experience who has achieved the growth envisioned by the strategic plan.
    • The CEO Coach will help to draw lines between delegating and micromanaging and will help the CEO to learn to effectively delegate to qualified people.

How Do You Boost Employee Ownership of Job Safety? Four Ideas

Situation: A company is concerned because recent accidents on the job have boosted their Modification or MOD rate and increased company expenses. They have held workshops with employees and talked about increasing safety, but employees have been lax in complying with safety measures because these are time-consuming. How do you boost employee ownership of job safety?

Advice from the CEOs:

  • Safety is key to the bottom line and future of the company. Enlist employees to monitor each other and point out when others are acting unsafely.
    • Allow / encourage employees to “harass” (in a playful sense) each other if they see someone not working safely.
    • Anyone caught in inappropriate unsafe behavior is penalized and required to pay $1 into a kitty which is spent on a company-wide benefit such as a pizza lunch.
    • Create a presentation, graphically showing the negative impact that a high MOD rate has on the company, and on employees’ incomes. Hold a company meeting, give this presentation and discuss with them how costly hazardous behavior is, and how jobs can ultimately be lost as a result.
    • If nothing else works, explore creating a shell corporation to employ the employees who are subject to potential injury and effectively “outsource” them like high tech does.  This may lower the MOD rate to 100 as a new business.
  • Look for other insurers who will lower the company’s MOD rate.
  • Create consequences for flagrant violations of safety guidelines.
  • Do thorough background checks before hiring new workers. Avoid new hires with a history of disability claims.

How Do You Replace Aging Talent? Four Options

Situation: A CEO is concerned that all her key personnel are over 50. This includes software engineers who are experts in languages which remain at the foundation of many customers’ databases, but which are no longer formally taught. How do you replace aging talent?

Advice from the CEOs:

  • Look at which areas potentially limit the company’s growth. Is it technology and software expertise, or marketing and sales? Based on this assessment, rank the critical positions to be filled and start hiring staff who can grow into the most critical positions.
  • Take a cue from the Japanese. For years their aging workforce was predicted to limit the country’s growth. Instead, they chose to retain employees through their 70s and this has helped them to maintain both productivity and employment.
    • Many Baby Boomers are finding that they don’t have the savings to retire and are working well past the historic retirement age.
    • Other Baby Boomers retired but found themselves bored after a productive career and have returned to the labor pool.
    • These factors may delay the company’s need to replace aging talent.
  • The bigger question is what to do if a key player is lost. Focus on hiring back-ups to key personnel and allow several years for them to come up to full speed. Current employment trends suggest that numbers of experienced people are returning to the labor pool. Look for a few good people to add to the team.
  • What are the plans of the company’s key clients? Do they plan to stay with the company’s products and expertise, or to sunset these and replace them with new technology? Adjust operational objectives, as well as the exit strategy, to achieve desired growth given customers’ timeframes.