Category Archives: Strategy

How Do You Draft a Fair Partnership Agreement: Six Points

Situation: A CEO is negotiating a partnership entity. Her company will fund the entity, and the partner will earn ownership through sweat equity. How do you draft a fair partnership agreement?

Advice from the CEOs:

  • The most important factor is the ability of the two partners to create a successful venture.  Proof of ability to contribute needs to be a prerequisite to allocating ownership.
  • How does the sweat equity partner prove their capabilities? Create a schedule of milestones for the partner to earn ownership, based on mutually agreed objectives or revenue generation. The beauty of this is that you retain control until the partner has proven their value by delivering results.
  • The potential downside is long-term liability of the venture. The longer that you retain majority ownership, the longer you retain majority liability. Insure yourself against this liability.
  • Buyout clauses are important to retain your interest if the partner fails to deliver. Include a liquidation clause in case the venture fails.
  • While negotiating the agreement draw up a 6-month letter of intent. Specify what each side brings to the table and what each commits to deliver. Set clear, measurable, time-bound objectives. Negotiate fair protections desired by each party. Consider a consultant to facilitate settlement of areas of contention.
  • Theoretically, each party needs their own legal counsel. This adds expense but provides protections for each in the final agreement. Factor the cost of legal advice as well as consultant facilitation into your planning model.

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How Do You Protect Your IP from Infringement? Six Suggestions

Situation:  A company has a competitor who is infringing their key intellectual property. Legal counsel tells the CEO that his company has a case, but to expect the process to take 2-3 years and to cost $2 million minimum to defend. The CEO is concerned that if the company starts down this path, it will drain the company of both time and cash. How do you protect your IP from infringement?

Advice from the CEOs:

  • The risk here isn’t just the company’s IP; it’s the value of the company! For example: if the company’s current valuation based on their IP is a 5x multiple of revenue, and if 60% of this IP is at risk, 60% or more of the company’s valuation may be at risk. Under this scenario, the company cannot allow the infringement to go unchallenged.
  • The hard reality is this: can the company withstand, in time and of money, a large and distracting suit? If the infringer is larger than the company is, they may be gambling that the company won’t sue. Remember, the loser pays the winner’s out of pocket costs, plus damages. If the company’s case is good, it may be possible to get a lawyer to represent the company on a contingency basis.
  • If the company decides to sue, it must be a surprise. If not, the infringer may outmaneuver the company by setting venue, etc. through countersuit.
  • Get a second opinion, and as much independent advice as possible without showing your hand.
  • A key Question: Can the company show its IP and research predates the competitor’s? If the company can clearly demonstrate that it is the true developer of the IP, then this provides an important edge.
  • Is there a middle ground or a settlement scenario that makes more sense than an all-out suit?

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What are Effective Metrics for a Service Company? Seven Suggestions

Situation: The CEO of a service company finds it challenging to measure project profitability and client satisfaction. What measures and metrics have other service companies found to be most useful? What are effective metrics for a service company?
Advice from the CEOs:
• For billable services one CEO measures utilization percent defined as (hours available for service delivery)÷(billable hours). Include in the denominator both billable hours and customer good-will or preventative maintenance hours. The latter, while not producing current income, are an investment in future income. Set up audits for service needs, especially future needs, when working with customers. This will help you to stay abreast of changes in the service environment and to plan accordingly.
• For fixed budget projects – another CEO measures budgeted vs. actual expenditures by project.
• For fixed-fee services a third CEO calculates a fraction expressed as: (income per customer company) ÷ (cost in hours for that customer).
• In a discussion on customer audits and surveys, options offered included: (1) An exit “pizza party” with the client. The challenge is that this may produce tainted results. While this builds customer good-will and may provide qualitative feedback, it should be supplemented by more objective measures. (2) A mailed survey – from a 3rd party with a prize for responding. (3) Email follow-up from a 3rd party that directs the customer to the 3rd party site to complete the survey.
• A final suggestion was ambassadorial CEO visits to the top contact person in key accounts. This provides an opportunity to learn about the customer’s present and future needs, staffing plans, business and strategic direction. Helps to anticipate changes in the competitive landscape. The more a business relies on recurring revenue, the more important these visits are.

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How Do You Make Time to Plan? Four Points

Situation: A CEO is up all night worrying that things are “too good”. Business has turned around positively in the last six months and she so focused on sales that she hasn’t had time to plan. How and when do you plan for growth? More basically, how do you make time to plan?
Advice from the CEOs:
• Think about the business cycle – the upswing, the peak and the downturn. On the upswing there is a tendency to be so focused on the day-to-day that there’s no time to spend testing the business environment or on long-term planning activities that are critical to sustained growth and success. If the CEO doesn’t take time during the upswing to evaluate new opportunities it’s easy to fall into the trap where planning occurs too late – after the cycle has peaked.
• After the business cycle has peaked, it is too late to take advantage of opportunities that were available during the upswing. Once the business cycle is in a downturn attention shifts to preservation and survival. The opportunity to reallocate resources to build alternative future scenarios has been lost.
• If there is pressure to bring on additional resources to handle the workload, set a timeframe to evaluate the situation – a few weeks or a month – and see if the pressure is sustained. If it is, have a plan in place to secure those resources. Do this with a clear head – not on impulse. Exercise discipline.
• Remember that leadership is the CEO’s job – not being immersed in the day-to-day. A leader keeps others immersed in and focused on the day-to-day.

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How Do You Finance an Early Stage Company? Three Considerations

Situation: The CEO of an early stage web company is looking at steep ramp-up expenses. Many companies have bootstrapped their way to success. However outside investment may speed the process. How have others evaluated these options? How do you finance an early stage company?
Advice from the CEOs:
• Raising money takes time and is a major distraction to the development process. The two big variables will be investor interest and the timing of investment. Talk to Angels and venture capitalists now. Start by presenting a broad outline of your technology and business model. Ask what they will want to see to offer you funding at different levels. This will give you a reality check as to investor interest in funding the company. It also creates a roadmap to funding if the response is positive.
• What is the company seeking – money or accountability? One CEO bootstrapped her company during the early stages, then looked for outside investment to gain accountability and advice – a whip to help move things along. This CEO found that investors brought few of the anticipated assets, and added a new level of distraction and pain.
• If you are looking for funding to purchase content to serve through your Internet portal, consider a more creative way to gain content. Can you use a Web portal through which your target audience provides both the content and the consumer audience in a marketplace exchange? Establish the audience and then add premium services to monetize the model. This can minimize your upfront cash investment requirements, and may create a faster track to positive cash flow.

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How Do You Scale Up a Product That Is Taking off! Four Points

Situation: Demand for a product produced by a company has increased dramatically. The CEO realizes that they need to scale up production quickly to meet this unexpected demand. The company is small and the CEO wants advice as to how his company can accomplish this without killing the product. How do you scale up a product that is taking off?
Advice from the CEOs:
• This represents a major change of both mentality and culture. Essentially, the company needs to move from a “handmade” process to a commodity volume process. This may also mean moving from low volume/high margin production to high volume/lower margin production. This shift will significantly change the company.
• If there is high confidence that the company will land a contract for long-term production consider establishing high volume production at a new site. Rent or lease another facility. Alongside this hire a set of experienced people who understand the challenges of scaling up rapidly. Consider giving this facility a new name to suit the new team. This will help to establish a new culture suitable to the new opportunity.
• While negotiating a lease, ask for an option for additional space to be included in the lease. If things don’t pan out, look at this new space as the eventual location for your existing team.
• Two other options to consider: (1) Outsourcing to a 3rd party manufacturer. This is an option unless the company is an OEM outsourced producer itself. However, be careful – you could be telling your customer that they could go directly to your OEM source at a lower price. (2) Establishing an overseas production capability – one where you own the facility and manage quality control. This will be a challenge if the customer wants to specify “Made in US”, or where quality concerns are essential.

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What New Business Options Should You Pursue? Five Guidelines

Situation: The CEO of a company observes that the business climate has been uncertain, but she hopes that it will improve soon. This will open up new options for her company. As these start to develop how do you decide what to do and what not to do? What new business options should you pursue?
Advice from the CEOs:
• Talk to your customers. What do they value about your current product or service and what is less valuable? Build on opportunities that customers value. What options are most consistent with the company’s strength and focus?
• Consider a customer survey – either online like Survey Monkey or by telephone. If there isn’t in-house expertise to design and administer a survey, look for knowledgeable outside resources. Assure that the survey questions will drive understanding of the company’s focus and potential.
• Get an expert to review the survey and administration plan. Before launching the survey to your full customer base, test it with a select group of customers. This will tell you whether it will produce usable information. If it doesn’t, revise the survey.
• Which opportunities will build sustainable recurring revenue vs. opportunistic or one-time revenue? Recurring revenue can be lower margin if the income stream is sustainable. Balance efficiency and utilization. For example, fixed fee service contracts that renew consistently.
• Judge opportunities against your “Hedgehog” as defined by Jim Collins in his book Good to Great: What you are passionate about? What you can be best at in your marketplace? What you can measure by a single economic ratio?

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How Do You Incentivize Salespeople to Sell? Five Points

Situation: Many companies have challenges creating effective incentives for sales people to sell. The CEO of one company asked others around the table what their experience has been creating effective incentives to maximize the efforts of their salespeople. How do you incentivize salespeople to sell?
Advice from the CEOs:
• The three fundamental sales compensation strategies are commission only, salary only, and base salary plus commission. The group discussed the advantages and disadvantages of each approach.
• Commission only. This system is good in the sense that it incentivizes the salesperson to earn as much as possible. Some highly successful sales organizations give new salespeople a “runway” of, for example, a year with a modest salary to establish themselves. Once they have reached the end of the runway, provided that they have proven that they can sell, they shift to commission only. Once on commission they must sell to eat. The down sides are that a high percentage of “rookie” sales reps many do not succeed, and even successful reps may not to be dedicated to the company. Both latter groups may be on the lookout for a more suitable option for themselves or a better deal.
• Salary Only. Unlike commission-based sales, this option may not provide much incentive to excel. It may foster complacency.
• Base salary plus commission. Generally, this system is the one favored by many companies. It gives the salesperson some degree of stability while they are developing their accounts yet motivates them to “break the bank.”
• The best sales systems allow and encourage their salespeople to make a lot of money. In some of these companies salespeople are among the most highly paid people in the company. This boosts both retention and success.

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How Do You Replace a Key Position? Four Points

Situation: The CEO is moving a key employee from head of engineering to a more customer development focus. To support this, she will have to bring in or promote another employee to fill the position of leader/supervisor/manager of the engineering group. The CEO seeks advice on the best way to approach finding a replacement for this key job. How do you replace a key position?
Advice from the CEOs:
• First, it is necessary to develop a timeline for finding and transitioning the replacement. Realistically, count on 6 months to find a replacement and transition the responsibilities to a new person.
• Keep in mind that anybody you find or promote will be different from the individual who currently occupies the position, and will not handle their new responsibilities the same way as the current individual. Their motivation and their approach to their new responsibilities will be different, at least at the outset, and they will not handle their responsibilities the same way that the current individual does.
• Seek an individual, either currently within the company or an outside hire with strengths that, over time, will add significant value to the organization. Prepare for this by brainstorming and developing a profile of the ideal candidate.
• If you have qualified candidates, the ideal person will come from within the organization. This has the added advantage of demonstrating to other employees that they, also, may become candidates for future positions to grow both their skills and income.

How Do You Jump-Start Sales in the New Year? Four Points

Situation: A CEO has been working with his team to jump-start sales to set the company on a positive growth path. His team has come up with some interesting ideas. He would like to hear from others as to what they have done to set their companies up for a year of positive growth. How do you jump-start sales in the new year?
Advice from the CEOs:
• Set up a focused, manageable revenue target list of 30-100 existing and desirable new clients. Focus sales efforts on these clients. This is much more effective than a shotgun approach.
• Touch-up and refresh the target list on a consistent basis. Create and lay out a schedule of contacts by email, telephone or meetings and stick to it.
• Schedule regular meetings with the team to share successes and insights gained from their efforts. Compliment this by awarding points and recognition for the best contributions to the meetings. Rather than deciding on the awards yourself, have the team vote on the best contributions. This will increase the camaraderie of the team and will encourage them to support each other
• Develop a focused network to link to former colleagues. For example, if you’ve worked at other companies join or create an alumni group for those individuals on Linked-in. This can develop unexpected new opportunities.

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