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?
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.
Situation: A growing technology company is faced with several opportunities. The CEO is too busy to devote the time to analyze each of these. In addition, the CEO wants to develop her staff so that they can take on more responsibility and mature into a full organization. How do you choose between opportunities?
Advice from the CEOs:
Everything starts with a strategic plan for the company. Either the CEO or an outside consultant should coordinate a strategic planning session to develop and rank the opportunities facing the company. The ranking exercise is best done as an open departmental or company-wide exercise so that everyone is involved in the process. This helps to build consensus and commitment to the opportunities developed.
Once the opportunities have been identified assign one to each of the employees that you want to develop. Each of the employees will be the champion for that opportunity.
Ask each champion to develop a business case and plan for their opportunity. This will include a development plan and ROI analysis. Allow each champion to access all company resources as they develop their plans. Set a deadline for all champions to complete their plans.
Once the plans have been completed, reconvene the group that participated in the strategic planning session and have the champions pitch their plans to the group. The group will provide feedback and suggestions for each plan. At the end of the session repeat the ranking exercise based on the new information developed and presented.
This will provide a wonderful training opportunity for the champions as well as valuable insight into their talents and potential for future development. In addition. Because the strategic planning sessions will be conducted as a company-wide exercise, they will act as team-building exercises and excite everyone about the potential facing the company.
Situation: A valuable tool for CEOs is Susan Scott’s book Fierce Conversations. This includes challenging conversations with staff. Scott characterizes Fierce Conversations as being robust, intense, strong, powerful and passionate. These are the traits that a leader must bring to challenging conversations instead of avoiding them. How do you have a fierce conversation?
Advice from the CEOs:
The first step is to master the courage to interrogate reality. This means confronting the difference between “ground truth” or reality and official truth or what we or others wish to believe. There is often a difference between the truth that we want others to see and reality. Jim Collins calls this confronting the brutal facts of our situation without losing faith in our ability to deal with it.
Be here, prepared to be nowhere else. The conversation must be your only point of focus when you are having it. Choose a location where you won’t be interrupted or distracted. Don’t allow yourself to be distracted by texts, phone calls or anything else.
Tackle your toughest challenge today – you gain little by putting it off for another day. Prioritize your challenges, and tackle the most difficult ones first. Handling these will make the most difference.
Obey your instincts – but remember that instincts are subjective and must be verified through reality checks. Trust your gut, but verify it objectively with evidence.
Take responsibility for your emotional wake – what he or she will remember after the conversation. Keep the focus on factors that the other party can control, and offer to assist. But be sensitive to how you deliver the message and how the other party responds. Don’t leave more of a mess than you had before the conversation.
Harness the power of silence – silence slows a conversation and increases your chances of making it meaningful.
Situation: A company started a new branch office last year. This office started with three people and has remained at that level with some turnover. Morale is low because the branch office team doesn’t feel supported by the home office. The CEO is concerned that this could kill the branch office if it is not fixed. How do you boost morale in a branch office?
Advice from the CEOs:
The problem is most likely the home office, as they assert. There have been few visits from home office personnel – particularly the company president. In addition, they are being criticized in weekly reviews for not hitting the same metrics as the company’s established operations.
Remediate this situation by scheduling weekly executive visits and monthly visits by the president until things are up and running and there is a track record of profitability.
Clarify your expectations to everyone – this is a new office running to different metrics until they establish themselves. Once they are established, they will run to the same metrics as everyone else. Coach the heads of other divisions that the new office needs support, not criticism, until they establish themselves.
Allow the branch office to bid low for market share until they are established in their new location for a period – at least 6-12 months. Create a different set of metrics for a start-up office, and review these during weekly sales meetings.
The role of management is to show the colors in the new location and manage peer feedback from established locations. Help them win! Establish start-up metrics like lunches with potential clients to establish relationships. Since the branch office is generating business for other locations, create separate general performance metrics from territory specific metrics for this office and show both in staff meetings.
Situation: The recovery continues to be uneven and uncertain. One company finds that both staff and their families are nervous about how the company will fare and the future of their jobs, and this has created strain. What are you doing to stay balanced and positive – both within your company and also in your personal relationships?
Advice from the CEOs:
Transparency and communication. These are critical in both business and personal affairs. You have to be honest, avoiding either pessimism or unwarranted optimism.
Share the metrics of where you are – the reality – and projections on your expectations of how things will go. This has been a long bump in the road, but eventually things will get smoother.
Involve your staff in difficult decisions. Do the same with family on difficult personal or family decisions.
Be frank with family, but keep communicating. Time is more important to family than money – they want you to be there with them. If you’re working long hours in the evening, at least go home and have dinner with your family.
Staff adjustments, where necessary, have been done as single events and weren’t drawn out. CEOs have communicated more frequently about the state of business and pipeline. Assure staff that the company is solid. Show them the runway.
Those most worried are employees without project work. Some companies focused them on infrastructure projects to keep them engaged.
Cross-fertilize your teams. One company brought professional service employees into product engineering. Both groups learned and benefitted from understanding each other’s perspective.
Situation: A company has received an inquiry from a large client requesting that they dedicate a significant portion of their staff to that client. The company hasn’t done this in the past, and the CEO seeks advice on the advisability of this choice. Would you dedicate significant staff to a single client?
Advice from the CEOs:
Provided that the terms offered by the client are favorable, the proposition may make sense. However, there are certain terms that you may want to assure are included in the contract:
In return for your dedicating choice staff to this project, ask for a substantial upfront payment – perhaps 50% of the total contract – to reimburse you for the opportunity costs that you incur committing your resources to the project.
Insist that the contract allows interchangeability of personnel if circumstances prevent initial personnel from continuing with the project.
Internally, work to assure that this project does not adversely impact your culture.
Talk to other companies that you know who have had similar arrangements with large clients. This will give you an understanding of the benefits and pitfalls of the arrangements.
Do everything that you can to assure that this project does not distract from your broader business strategy. Cash from the project may be nice, but if it inhibits your overall business strategy it may not be worth it.
If the employees assigned to this project are not happy with their assignment, the project may lead to unwanted turnover.
Situation: A company was recently acquired. The acquirer wants to merge benefit structures between the two entities. Both contribute a similar amount toward benefits; however the distribution of benefits between retirement and health plans, and other benefits varies considerably. How do you approach the staff to communicate changes in benefits following an acquisition?
Advice from the CEOs:
Ideally, you want to gather employee input on what benefits are important to them before the overall package is finalized. This will help you to negotiate in your employees’ interest.
Make sure that the acquiring entity is aware of state regulatory requirements that may force them to retain state-specific benefits.
National companies often employ a cafeteria benefit strategy that allows the employees to make choices among benefit options, and fund these choices either at a company-paid base level or allow employees to supplement their choices through pre- or post-tax payroll deductions. There are numerous providers who offer cafeteria plans.
What’s the best way to have a conversation with employees once the new benefit package has been finalized?
Emphasize that the company is offering and funding this benefit and specify the amount that the company is funding as a percent of salary.
Create a grid mapping the full program:
Amount of company contribution
Old Program and benefits
New Program and benefits
Changes in allocation and changes in the total value of benefits offered.
If you have access to industry or regional comparisons for like-sized companies, and those comparisons put your company in a favorable light, share these as part of the communications package.
If you know that a highly valued benefit is being reduced, consider a short-term subsidy to ease the shift.
Be sure that you are clear and concise in your communications of the new plan and changes to the employees. You may want to have an outside consultant on hand to cover specific questions.
Be sure that any decisions your employees must make in the new program are fully and clearly explained.
Situation: A company missed production milestones and had to reduce top and line staff by 20% to keep salaries in line with expected revenue. An executive who was very angry about being let go has asked the CEO to meet him for lunch. How do you manage communications with employees post-riff?
Advice from the CEOs:
If you haven’t already, call a company meeting to explain the situation, as well as the rationale for the riff. The company has to manage itself financially in line with current and expected future revenue to assure that it can take care of employees. Explain the connection between production milestones, revenue, and the company’s ability to afford staff. Employees generally understand these connections and will accept this well.
When you have lunch with the executive, first listen to what he has to say.
Anger expressed in an exit interview is part of a natural emotional response to difficult news or change. Listen for signs of ongoing anger or progress toward acceptance of the situation.
If the individual threatens the company or tries to bargain the severance package, don’t negotiate.
However, if the individual is reasonable and asks for assistance in finding a next position – references, introductions, etc. – then offer to assist as you can.
Should the CEO make an attempt to follow-up with others who were riffed?
No. If they contact you, then respond in a similar fashion as you are to the VP, but otherwise don’t try to contact them.
In the Silicon Valley economy, people are familiar that employment situations change and know that as this happens they can be affected.
Interview with Norman Boone, CEO, Mosaic Financial Partners
Situation: Many entrepreneurs who started companies in financial services and other industries are now 55+. They may be ready to move on, but not necessarily ready to move out. What questions should they be asking as they plan their exit strategies?
Advice from Norman Boone:
The most critical question is what you want to do with the rest of your life. Most people don’t give this enough thought. It all starts with what is most important to you.
Start with a self-inventory assessment – what are your resources, options, and what do you want to do or accomplish?
Discuss with your significant other or partner what will work for both of you.
Answering these questions helps to lay out the alternatives. Now, thinking about your company, what is important to you? Is it legacy, the future of your employees and business partners, the future of your clients? Does your business continue, or to you see a sunset?
If your business will continue, do you see an internal succession, or sale or merger of the company? If internal succession, here are the issues.
Who will be the new leadership? Do you have good candidates on staff, or do you need to hire someone who will take over?
Be careful not to expect your successor to be a mini-you. They need to be able to bring their own talents and perspectives to the leadership role, not try to duplicate you.
Do you need to beef up the training of current staff to increase their managerial capacities?
Is an employee buy-out an option? There is a variety of choices to investigate.
What will be your role during and after the transition? Will you accept that new leadership may take the company in new directions?
To be most effective, this needs to be a 5 or 10 year process. Ideally you will have two to four successor candidates to evaluate.
Do you sell to the highest bidder? Many of the questions here are like those above.
Will you sell to the highest bidder, or to the bidder who seems the best fit for your stakeholders and clients?
How much voice, if any, will you offer your employees and / or clients in the selection process?
What due diligence will you do on potential buyers?
Do you merge with a similar company?
If you can find a compatible merger partner the combination may be the best of two worlds.
What is the culture? If different, what will be the impact?
A merger of like companies may assume that the other party has a commitment to ongoing operation: but this is not guaranteed.
What will your role be, and what is the transition plan? How will you involve your key people in the transition?
The other option is to sunset the company. Here you must have enough in savings so that you can forgo future income from the business.
What about the other stakeholders and clients who’ve invested their careers and business in you?
Try to time your exit with the expiration of leases and other obligations to minimize exit cost.
How will you assist the transition of stakeholders and clients to new opportunities and providers?
Situation: Sales at a small company have grown rapidly. They need to expand staff to keep up with demand and fulfillment. There are two options: expanding current functional teams in sales and service or adding a back office operations function. Based on your experience, which of these two options makes more sense for a company of fewer than 20 people?
Advice from the CEOs:
Since the company is planning to grow from 10 to 20 people, create an organizational chart for what the company will look like with 20 people. From this back into what it looks like with 15, and then 10 people.
Look at how the positions work, and what talents you want to see in each position. Assess how well your current staff fills both current and anticipated talent needs.
The company’s key market differentiation is and will continue to be exceptional client service. Here are some of the questions to ask:
Are the back office needs of the sales and service teams similar or different?
If there is enough overlap, can one person, and eventually a team, supply the operational needs of both your client services and sales functions?
If there is little overlap, what specific needs are currently unfulfilled by each team? Is there enough work to justify adding more than one person so that each team manages their own operations?
One option is a matrix organizational structure which can work well in a firm of 10 to 20 people. Key factors include:
Establishing a company culture to compliment your strategy and objectives.
Establishing clear expectations of accountability and expectations to govern the model.
Matrix structures don’t always succeed. Ask whether your current people and culture are suited to a matrix organization.