Tag Archives: Share

How Do You Structure an Earnout? Five Perspectives

Situation: A founding CEO is evaluating a purchase offer for his company. The buyer wants the CEO to retain some ownership interest to assure a smooth transition post sale, and ongoing assistance from the CEO so that the company continues to succeed post-sale. Should the CEO retain a minority share of the company? How do you structure an earn-out?

Advice from the CEOs:

  • The ideal option is full payment up-front. However, if the CEO is perceived by the buyer as critical to the company the buyer will want to have some assurance of continued services for some period.
  • An earn-out of fixed payments over time is acceptable provided that the language of the agreement is acceptable. However, performance-based earn-outs make no sense if the CEO no longer has control over the decisions that will impact performance. Don’t structure the payment as an earn-out, but as a retention bonus and assure that the terms are favorable.
  • Post-sale a minority share of your old company holds no value if you can’t monetize it. Holding a small share of a non-traded company has the same challenges.
    • It is all about liquidity.
    • If the other party offers this, ask what is the value is to you of the retained share.
  • Minimize the earn-out if one is demanded, but don’t count on it.
  • If there isn’t a strategic fit between the buyer and the company, the value of the company in a sale will be lower.

Does it Pay to Share an Employee? Four Points

Situation: A company has an excellent bookkeeper. However, during slow seasons cash is tight and the bookkeeper is not occupied full time. The CEO contacted a friend at another company, and that company has hired the bookkeeper for 10 hours / week. This is working well for both for both companies. Are there downsides to doing this? Does it pay to share an employee?

Advice from the CEOs:

  • If you share an employee, share at your cost – your fully burdened cost per hour. For the company using a piece of your employee, this may be a significant hourly cost, but is much less expensive than a consultant and lower risk than bringing on an unknown individual.
  • Keep a short term perspective – once the economy improves you will want the individual back full-time. Make sure that this is well understood by the other company.
  • Make sure that this is not a burden on your bookkeeper. Ask whether the individual can handle two bosses. It helps to fully segregate the individual’s time with time rules – for example, by day or half-day with clean break points in time worked for Company A vs. Company B.
  • Overall, the apparent benefits of this situation outweigh the challenges.

How Do You Raise Capital for an Expansion? Five Guidelines

Situation: A company needs to expand to meet growing demand and has opportunities to expand in several locales. They can finance this expansion through bank loans, or by selling either a minority or majority interest in the company. How do you raise capital for an expansion?

Advice from the CEOs:

  • Minority shareholders have appeal. Just be aware that they have rights. If they own interest above a certain percentage, they gain legal rights such as the ability to force liquidation. Research this percentage, and figure out a percentage of minority ownership that will work for you. Based on this, look for a minority partner who will give you the capital to expand for ownership below this threshold.
  • Consider a hybrid solution combining a smaller loan with sale of a limited percent of the company.
  • This is a risk equation.
    • The loan option is risk / reward for long term profit. You may have to secure the loan with personal assets.
    • On the other hand, selling a minority interest could set you up for life.
    • Look at both options, plus your personal goals and decide which combination of risk, reward and personal security fits you best.
  • One sale option is a phased buy out.
    • Example: sell 30% now, with options under conditions that you accept, to buy a larger share of your company later.
    • Continue to involve the key stakeholders in these discussions.
  • Assure that you secure your own future, and then secure the future of other family members.

How Do You Respond to a Competitor’s Sales Tactic? Six Ideas

Situation: A company has learned that a competitor has cloned their client development approach. This approach enabled the company to gain early market share. They have since moved up-market and have enhanced their sales tactics. How should the company respond to the competitor’s tactic?

Advice from the CEOs:

  • Reconnect with the market contacts that got you where you are. Be sure that they are aware of your track record, the value that you provide your clients, and reinforce your current market development focus. Now that you are established, position yourself as the proven producer who consistently produces results.
  • Study what the competitor is doing, who their target customer is, their close rates, and what if anything they are doing to enhance their close rates. Learn from them and copy or improve on their practices where this will yield benefit.
  • If your sales development is based on referrals, enhance the rewards to contacts who bring you new business in your prime target markets.
  • Your principal concern may not be your client base, which is likely unaware of the differences in your versus your competitor’s approaches, but in the referral structure that is your primary source of new business. Focus effort and resources to shore up your relationship with your referral base.
  • Focus on your strengths – performance and excellence in managing client relationships.
  • If the competitor is focusing on down market accounts that you no longer cultivate, then expect them to succeed in this market. Become the provider of choice to up market accounts and the natural referral choice for these accounts. If the competitor stumbles, you may pick up unexpected business.

How Do You Handle a Side Project? Two Considerations

Situation: An early principal of a company has done a lot of work on a product that no longer fits the company’s business strategy and focus. The CEO wants to reward this individual for past work. An arrangement could include equity plus a big chunk of whatever this individual can make marketing the product that he created. What is the best way to handle this side project?

Advice from the CEOs:

  • There may be benefits to working with this individual as proposed. Letting the individual play in his own sub-market gives you an additional customer and may lead to interesting but yet unknown opportunities. Take care that this does not impact critical timelines for the company’s principal strategy.
  • A set of guidelines for this arrangement may include:

o    No grant of additional stock in the company – the opportunity to pursue the project should be sufficient incentive.

o    Keep this side project as company property.

o    Give the individual a sizable chunk of any revenue that he can gain from the product.

o    Task the individual to manage and solve technical challenges so that this does not impact company priorities.

o    Retain control of timelines and quality sign-off so that this project does not conflict with your higher priorities.

o    Give the individual sufficient support so that he is more likely to succeed.

  • Are there concerns regarding brand risk?

o    Draft an agreement to allow this project to operate cleanly and treat the principal an early small customer. Define the requirements of the project, release timelines, and branding options so that they do not interfere with the company’s larger goals.

Where Do You Currently Stand on Benefits? Three Comments

Situation: A small company (fewer than 50 employees) is reviewing their employee benefit package and wants to get a sense of what others are currently covering in their benefit packages. Where does your company currently stand on employee benefits, and what does your company cover in its benefit package?

Advice from the CEOs:

  • A recent small (unscientific) poll of entrepreneurial Silicon Valley SMB Companies on benefits offered found:
    • Health: 100%, Dental: 83%, Vision: 67%, Disability: 17%
    • 401K: 100%, 401K Match: 33% (most companies eliminated the match to reduce costs)
    • Reduced benefits in the last 6 months: 67%
    • Employee complaints or recruiting challenges following cuts: 0%
  • One company commented that when a key customer cut their payments they had to cut benefits. They reduced the company payment from 100% to 50% of benefit cost. Their employees make choices among options available, with a company dollar payment cap. Management explained the situation when they made the cuts, and there were no objections.
  • Several companies have shifted to consumer directed health care options.
  • A comment of caution was offered by one CEO – employees are unlikely to object to their company needing to reduce benefits to get through a difficult market. However, as conditions improve, employees are likely to expect some level of return to prior benefit levels. If not, the company at risk of increased turnover. It is best to stay ahead of the curve to assure that your benefits packages are competitive.

How Do You Respond to a New Big Competitor? Four Strategies

Situation: A company has just learned that a new, much larger competitor is moving into their market. They are concerned that this may severely impact their growth and even their existence. How do you respond to new competition in your market niche from a much larger new entrant, particularly if the new player comes in with a low pricing strategy to buy market share?

Advice from the CEOs:

  • Take a lesson from those who survive a move by Walmart into their territory:
    • Boutiques and high service specialty stores survive Walmart – especially those that focus on personal service. Walmart does not provide the level of service that you find in one of these stores and doesn’t know their customers as individuals. Boutiques may lose some price conscious customers, but these are not the customers that provide good margin to them.
    • Use your personal knowledge of the marketplace and your long term relationships to your advantage – including your reputation with existing customers when going after new customers.
    • You may remain more profitable than the larger company, especially on a per transaction basis, based on your knowledge of the territory or business niche. Walmart can’t tell you the best product to perform a home repair.
  • Focus on your strengths in the market, and don’t assume that all large companies are Walmarts. Walmart has a unique set of talents and a tightly controlled process. This may not translate to other markets – especially services which are very personal.
  • Research the reputation and business practices of the new entrant in their other territories. What are they known for, and what are their weaknesses? You may be able to learn this by networking with their current competitors and customers.
  • If you are a multi-generation family business, consider promoting your “old world skill” and established reputation and expertise.

How Do You Manage a Company Outside of Your Expertise? Three Foci

Situation: The CEO came into a company as a engineering consultant. Three years later the Board asked him to take on the CEO role. This created a credibility issue with staff because the CEO is a duck out of water, though a duck with better business sense than most others within the company. How do you manage a company outside of your technical expertise?

Advice from the CEOs:

  • The staff credibility issue may just be one of self-confidence. You have already demonstrated competence in revising company processes and improving profitability. In fact, your non-industry perspective may have contributed to your success to date.
  • Near term, in what areas should you focus?
    • Focus on building bridges which will give you more leverage to address key barriers, particularly within the more entrenched groups in the company.
    • Look at how the company communicates and exchanges information with clients. One thing that customers want is more self-service options and access to data. You have the opportunity to develop Web 2.0 capabilities which will to set the company apart in what is historically a very conservative and paper-oriented client culture.
    • These actions will help you to increase your credibility as an effective leader and CEO.
  • Longer term, what should be the plan?
    • Keep the ship running smoothly. This by itself will help to build appreciation for your talents.
    • Use any free time to create business plans of your vision for the future. Share these interactively with key staff members and incorporate their input into the plan. Involve them in disseminating the plan within the company.
    • As you develop your vision and plan, look for opportunities to attribute success to others. This will be a breath of fresh air to staff and will strengthen the bridges that you have worked to build. They will start to see you as a key ally who shares credit instead of hoarding it.

How Do You Chase A Moving Ball? Three Fundamentals

Interview with Michelle Bonat, CEO and Founder, RumbaFish Technologies

Situation: Early stage companies focusing on social commerce and analytics face an unpredictable market. Nobody can accurately forecast market direction or even who the players will be in 2 to 3 years. What are best practices for chasing a moving ball?

Advice from Michelle Bonat:

  • In a rapidly evolving market it is critical to have laser-like focus on the needs of your customers. You must create value for them by understanding their needs, businesses and challenges. While technologies and markets change and evolve, human behavior is remarkably consistent over time. By focusing on rewards, sharing and customer motivations we better understand their needs. We see three fundamentals in working with customers.
  • First, focus on understanding needs versus wants. If Henry Ford had asked what customers wanted for better transportation they would have said “a faster horse.” They needed a faster way to get from Point A to Point B without getting rained on. We invent solutions that are incrementally better at addressing fundamental customer needs by leveraging technology and social commerce.
  • Second, work collaboratively with your customer. As we develop an understanding of needs versus wants, we develop an arm in arm relationship with customers and partner to evaluate solutions that work for them. We use short versus long release cycles with frequent checkpoints to assure that both sides are on the same page and that we understand the features that are most important to the customer. As a result, our customers become evangelists not only for the resulting product or service, but for us!
  • Third, go into any project with the customer’s success foremost in your mind. We focus not only on getting the solution right, but on assuring that the solution optimizes the customer’s primary objectives. That way we all share in the win.
  • The bottom line is that customers want to be treated as individuals and want their individual needs met. We honor this and make it central to our customer interactions. This way, no matter where the market goes, we will be a player.

You can contact Michelle Bonat at michelle@rumbafish.com

Key Words: Strategy, Leadership, Social, Media, Commerce, Analytics, Predictability, Unpredictability, Market, Direction, Player, Customer, Value, Needs, Wants, Behavior, Engage, Share, Understand, Technology, Social Commerce, Collaborative, Relationship, Success, Solution, Individual