Situation: A CEO is evaluating an acquisition which could significantly contribute to his company’s financial position. Patented technology may add value to the deal. The founders of the acquisition target are willing to work part-time to facilitate the transition of their technology to the acquirer. How do you evaluate an acquisition?
Advice from the CEOs:
Set a timetable to close the deal or walk.
Two key factors in the due diligence process will be strength of the intellectual property and cost of the acquisition long term.
Another key factor to evaluation will be how this opportunity fits into the company’s larger financing plan. Currently the company is undertaking a financing round. How much will this acquisition contribute to or distract from the financing round?
If this is a primarily a value-add opportunity, will it add to the larger financing round?
Can the larger financing round be completed on time while pursuing this opportunity?
An option is to negotiate a white label agreement – an agreement that will keep the company in the game while completing the larger round.
If the founders are not amenable to a delay, what is the cost in terms of funds and effort versus the larger round.
The technology appears interesting, but the timing is bad given your need for the larger financing round. Here’s an option.
Go to the founders and start the discussion. Secure a license or hire their programmer. Let the technology go dark until the financing round is completed.
There is value here – but do this as a side focus if it’s not too expensive. Assure that the deal includes both rights and the underlying algorithms.
Delegate this to someone else in the organization. The CEO’s focus is the larger financing round.
A founding CEO wants to cut back to 1-2 days per week with someone else overseeing
day-to-day operations. Her timeline to accomplish this is 3 years. Currently
she splits her time between engineering and sales support, managing operations,
overseeing the CFO and managing the company. How do you accomplish this
transition? What is your 3-year plan?
from the CEOs:
for and hire a General Manager/engineer who can understand the company’s applications
and develop unique solutions.
for and hire an understudy for the sales person. This could be someone in their
40s who is experienced, and who can act both as the sales person’s back-up and develop
additional accounts to diversify the business.
the company continues to grow it will take more time and effort to manage all
the activities. Plan the company’s organization chart and infrastructure to
account for this.
careful not create an infrastructure during good times that is unsustainable
during down times.
the new GM gains familiarity with the company, this individual will and should start
to take control. This automatically means that the founding CEO will have to
agree to release some of her control. Prepare for this.
several alternatives for the GM:
President – $400K.
with engineering talent – perhaps a consulting or engineering sales background.
Hire at $150-200K and develop into the President.
the 3-year lead time this individual could be a Technical Lead or Project
Engineer. The objective will be to develop a very talented person into the GM
or President. This alternative opens a larger pool of talent, at lower initial
are these people found?
high-quality engineer that another CEO won’t be hiring over the coming months. Talk
to friends and industry contacts.
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?
from the CEOs:
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.
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.
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?
must be considered both for herself and her business partners. Have conversations
to align both business and personal expectations.
a strategic planning retreat on the future of the company as well as the
transition of leadership.
a talk with significant others to align personal expectations.
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
an ESOP or a virtual stock program to enhance employee incentives and sense of ownership
in the company’s future.
what exit means on a personal level.
from founder to leader gets the CEO more involved in the company.
on priorities and engage in ongoing discussions with key personnel to jointly
plan the future.
Situation: A company is transitioning from a service model to a product model. A major challenge is meeting funding needs during the transition. Funding sources perceive the current service model as heavy on cost of sales vs. implementation and this hinders acquisition of funds. The CEO sees this as a short-term problem as the company will quickly start to generate more cash through the product model. How do you transition from service to product?
Advice from the CEOs:
In a competitive funding environment, it is important that the offering be credible. While others may be offering similar solutions, believability will prove to be a strong differentiator.
Where to focus over the short term?
Create a hybrid model as a transition between the current service offering and the planned product offering. Demonstrate that current customers have responded favorably to the product/hybrid opportunity.
Test this concept with an investor. The story is that the company needs funding to get to a saleable product model.
What is the message to investors?
Helping the company to achieve a short-term and very feasible objective gives the investor the following advantages: purchasing at a lower valuation, getting a larger share of the company for less, and at a low risk.
As the valuation of the company increases, the earliest investors will get the best deal!
During meetings with investors, ask them for advice on the current and following rounds and financing, and what they will find most appealing.
How do you mitigate the risk to the first investor?
Have a solid business plan and projections that have been vetted by others.
Have a list of referenceable clients.
Utilize the current service model and demonstrate the product/hybrid Package. Build a case on the advantages of the hybrid model including the financial case. The company is always there to provide back-up assistance to meet customer needs in the hybrid model.
Demonstrate flexibility – the customer can always choose the service model or convert to this if they wish.
A Key Point: You are selling yourself as the trustable resource, not the product or service.
Reference previous investment including founders’ investments. The founders did not invest to fail!
Situation: A company has contracted with a broker to sell the company. At the minimum acceptable sale price to the founder, the commission would be 2.5%. Is this reasonable? How should the founder think about earn-outs, residual payments, and role post-sale? What is a reasonable broker commission?
Advice from the CEOs:
The proposed commission structure looks reasonable. To validate this, ask merger and acquisition experts what they think reasonable commission rates on a sale of this size looks like in the current market.
Beware of earn-outs – don’t take them if offered, at least not without a fight. The challenge with earn-outs is that it may tempt the buyer to report the books in a way that minimizes your share. This will depend upon the terms, but experience advises against this alternative.
Similarly, you don’t want a residual payment conditioned upon your remaining with the company for a period following the sale. The buyer will ask because they see you as important. Counter with an employment agreement at twice your current salary.
Your job following the sale is assuring a smooth transition, not company growth. Growth is the new owner’s responsibility. They wouldn’t be talking to you if they didn’t see a growth opportunity.
Understand that their vision for the company is not yours. Accept this gracefully. Once the company is sold it is no longer your company.
Situation: The key to a career development company’s growth, historically, is leveraging relationships with insiders in potential client companies who know the needs of their own companies. The key benefits to these people are access to good people, no recruiting fees and feeling good about the experience. What is the marketing message to this group? How do you market to company insiders?
Advice from the CEOs:
Ask them. You already have a number of company insiders who work with you. Develop a detailed survey to query what they see as the key benefits of working with your company, and which of these benefits are most important to them.
Consider a broad quantitative survey that you can administer via the web.
Complement this with a smaller in-depth interview survey to understand qualitatively how they benefit from their relationship with your company and the service that you provide.
Your equity is the experience that these people enjoy when they work with you – this is your leverage.
Your pitch is emotionally oriented. Stick with this. Saving recruiting fees will not be as important given your focus and the company insiders that you are likely to attract.
Situation: A West Coast company has recently acquired an East Coast company. The two companies serve similar customers with different but complimentary services. The acquired team has a history and mode of operating. The CEO seeks advice on how much they should require the new team to operate as they do at the home office. How do you integrate a new team into your culture?
Advice from the CEOs:
Have patience. The transition and transfer of culture will take time. Your priority is for both offices to operate smoothly and profitably. Business practices differ by geography to suit their regional cultures. The remote office need not function just like the home office.
If you want a manager from your home office in the new office, take care who you select. Since you have history with the new company and office, select a manager who already has a good relationship with key senior managers in the new office. This will ease the transition, and will keep you updated on what is happening there.
Organize a dinner with your new manager and the senior managers in the new office. At dinner you will want to communicate your expectations and accelerate the transition.
Involve the senior managers from the new office in mentoring the new manager. This will give them an important role and will show respect for their knowledge and expertise.
Do all that you can to reinforce the link between the offices – in a constructive way.
Set benchmarks and plans of action, and manage to these.
Situation: A company has a long-term employee who has been growing in responsibility as Customer Service Supervisor. The CEO is considering giving this employee the new title of Production Manager at the same time that the employee receives an annual wage increase. How do you optimize a promotion?
Advice from the CEOs:
Any promotion or increase in responsibility must be consistent with the strategic direction of the company. What are the company’s current and future needs and, based on past performance, can this individual satisfy those needs? If so, this may be a good match.
In addition, it is important to consider the needs and career path of the individual. Does the new position involve an increased time commitment, additional skills and training, or other important factors, and is the individual prepared for this increased commitment? Will a higher level of commitment be rewarded financially? The only way to answer these questions is to have a conversation with the individual.
If as the first two questions are considered there is any doubt, a longer-term transition may be appropriate. Meet with the Customer Service Supervisor and set a series of goals and objectives that will demonstrate their ability to assume the new role over a 6 month time frame. The concept here is that you must work at the level of the new job before you get it.
Before embarking on the above recommendations, draft a job description and list of responsibilities for the new Production Manager position, consistent with the company’s needs as it grows. This will involve input from employees who currently handle these responsibilities. Also look at the reporting structure as it currently exists and as it may change.
Situation: A company’s CEO came from sales where she excelled in building relationships with important customers. As CEO she must adapt to new responsibilities. This seems to be working, but she misses her sales role as the face of the company to customers. She wonders whether this is normal. How do you adapt from sales to CEO?
Advice from the CEOs:
First, congratulations on your new role and responsibilities. It is clear that your Board saw your potential and has rewarded you with a new opportunity. You have a lot to feel good about.
Second, adapting to new roles is a necessary pain of personal growth. The company needs a different you now. Everyone in the room has gone through the same emotional trauma – and survived! You will, too, in your own way.
In your sales role self validation came from your ability to convert customers, satisfy their needs and solve their problems. As CEO, self validation must now come from managing, coaching and motivating others, not from doing the job yourself. Your new customers are internal as well as external. Many of the techniques that worked in sales can work in your new role. Look for potential wins and take pride in these just as you did in sales.
You are still the face of the company, but now in a bigger role. Enjoy this and leverage it for the benefit of the company. Take pride in team wins just as you did previously in personal wins.
You will never find someone just like you or who does the job the way that you would! Accept this, accept that others will add value different from your own, and that this has benefits. The more you can help others win the more success you will experience.
Situation: An early stage company is preparing for an IPO. The founder and Board have selected a new CEO with experience taking companies public. How do you facilitate a CEO transition, and how can the founder best position himself to support the new CEO?
Advice from the CEOs:
Get clear on your own strengths and desired primary responsibilities, but prepare to be flexible in negotiating responsibilities with the new CEO. For example, if the founder’s strengths are marketing, IP and early stage fund raising, see how these compliment the strengths of the new CEO. Then select a title which will allow you to leverage your strengths without impinging on the focus of the new individual. Don’t pigeon-hole yourself with your new title; keep it as broad as possible, for example Executive Vice President.
If you, as the founder, have a good long-term relationship with your VCs and the Board this will be one of your strengths. Be prepared to counsel the new CEO on individual personalities and objectives of this group. The CEO will form him own relationship with the VCs and Board over time.
Chemistry between the founder and new CEO will be very important. The job of the new CEO is to captain the ship. Your new job is to be a superior first mate.
It appears that you have an excellent learning opportunity. Learn as much as possible from the new CEO as well as the experience of the IPO process.
To smooth the transition personally between the two of you, take the opportunity to tell the CEO that you believe that the Board made the best choice and that you look forward to the opportunity to learn from him. This might be best done outside of the office, for example taking the new CEO to dinner.
Maintain your relationship with the key VCs on the Board. Let them know about your future ambitions and that if the right opportunity opens up in one of their portfolio companies, you could be interested.