Category Archives: Strategy

How Do You Negotiate a Challenging Merger? Six Points

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Situation: A company is considering a merger. The other firm competes with customers who account for 25% of the company’s current revenue. How do you maximize the value of this merger to the company while mitigating the negative impact on current business? How do you negotiate a challenging merger?

Advice from the CEOs:

  • The maximum risk from the combination is loss of 25% of current revenue. The merger makes sense if you believe you will gain upside which more than counters this risk.
  • Both companies have brand equity. Maintain both brands and to continue to promote them. Maintaining both brands will buy you time to replace business which is potentially at risk.
  • Talk to customers and get their perceptions of the pros and cons of the potential combination. Ask about any concerns that they may have. Understanding the pros, cons and concerns will help you to mitigate negative fall-out.
  • Legally, in a 50/50 split, whoever is the chairman of the combined company will call the shots. If the head of the other company is chairman, you will have little recourse if he decides to fire you.
  • In the current case, this individual has built his company through previous mergers. Visit and break bread with those who were principals of these companies at the time they were merged or acquired. This will tell you a great deal about the individual with whom you entrusting your future. You will also learn what the others did during their mergers to help plan your own moves.
  • Give yourself a back door or Golden Parachute after six months if the merger does not go as you anticipate.

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How Do You Communicate Benefits Changes After Being Acquired? Seven Suggestions

Situation: A company was recently acquired. The acquirer wants to merge benefit structures between the two entities. While company contributions are similar, distribution of benefits between retirement plans, health plans, and other benefits between the entities varies considerably. How do you approach the staff about the changes in a positive manner? How do you communicate benefits changes after being acquired?

Advice from the CEOs:

  • Ideally, you want to survey employees on what is and is not important to them about their benefits before the package is finalized. This will help you negotiate on your employees’ behalf.
  • Ask the acquirer whether a “cafeteria” benefit program is feasible. This would allow your employees to make choices among benefit options, and to fund these choices either at a company-paid base level or to supplement their choices through payroll deductions.
  • Inform the acquiring company of your state’s regulatory policies on state-specific benefits.
  • Once the new benefit package is finalized, ask for assistance communicating the new package to your staff. Create a simple and concise grid for the program: amount of company contribution: benefits under old program, benefits under new program, use the grid to demonstrate that while the allocation may be different, the company contribution remains the same and the total value of benefits offered is unchanged.
  • If you find that a highly valued benefit is being reduced, consider a short-term subsidy to ease the shift.
  • Be clear about decisions that your employees must make in the new program.
  • If you have access to industry or regional comparisons for like-sized companies, you may wish to share these.

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How Do You Reduce Dependence on a Few Customers? Four Thoughts

Situation: A company has been very successful, but one customer represents over 60% of their sales. To grow, the company needs to diversify its customer base. How do you reduce dependence on one large customer? What are the risks involved? How do you reduce dependence on a few customers?

Advice from the CEOs:

  • The key to getting new customers is to dedicate time and resources to the task. Consider hiring a business development professional – a commission based “hunter” who has experience landing big accounts. You may pay this person a hefty commission for bringing in new business, but diversifying your customer base can be worth the cost.
  • If there is shared ownership of technology co-developed by the company and client and the client does not wish to pursue markets beyond its strategic focus, is it feasible to negotiate rights to pursue this business? The larger client will pursue their own interests, not those of the smaller vendor.
  • Perhaps a win-win can be worked out, but it may be challenging – particularly if the client is concerned that use of the technology in other markets could have a negative impact on the client. Use caution. The easiest way for the client to defend itself from a perceived threat is to sue and bury the smaller vendor through legal expenses. Regardless of who is “legally right,” deep pockets can win through attrition.
  • Consider recreating the opportunity. Create your own adjunct proprietary product with your own software or design talent and use this to expand your horizons. Be aware, the large client can still sue if they believe that your proprietary product impinges on their rights.

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How Do You Choose The Right Strategic Partner? Five Guidelines

Situation: A rapidly growing company is expanding in both its primary market and into new verticals. A number of companies are interested in strategic partnerships. How do you select the right partner in the right space? How do you choose the right strategic partner?

Advice from the CEOs:

  • At the end of the day it’s about a connection with the partnership which extends across both organizations. Look for cultural synergy with the other company. Do your and their managers and employees “click” or are they oil and water? This is a gut assessment.
  • Is the quality of people in both companies complimentary? Is there similar drive for quality and attention to detail? Will technical integration be smooth? Are systems complimentary? At a minimum on both sides need to possess the right skills so that these factors won’t hinder the project. Are sales and marketing approaches compatible? Will teams be able to work together?
  • You need to have strategic commitment across both organizations. Partnerships don’t work if there is only alignment at the top. Executives can’t shove a new opportunity down the throats of those who report to them. There must be excitement about the opportunity across both sides of the partnership. There must be complimentary competencies, capabilities and commitment. Is there a clear understanding of the goals and objectives required to succeed? Reward structures and incentives must be aligned down through the two parties. Conflicts will lead to struggles.
  • There must be a strategic alignment between the two organizations so that both see the partnership as complementing their broader strategic plans. There must be a fundamental strategic win-win. The venture must be seen by each party as core to their business, plans and results. If this isn’t present, the collaboration can collapse when a better opportunity that comes along.
  • Look for some gauge that the partnership is as important to the other party as it is to you. What other partners do they have? Is the size of the opportunity enough so that you are assured of their ongoing attention?

Thanks to Jim Soss of Red Aril for his contribution to this article.  

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Can Marketing Partnerships Work Well? Five Considerations

Situation: A company has the opportunity to form a marketing partnership with another company. The primary potential benefit to the company is gaining access to new customers. On the other hand, partnerships may bring complications. What is your experience with marketing partnerships? Can marketing partnerships work well?

Advice from the CEOs:

  • Marketing partnerships can certainly work, provided that both parties see benefit to the relationship, and –  more importantly – both parties are committed to make it work.
  • Clearly define boundaries with the partner. If either company can perform a particular service, whose customers are who’s? Is there alignment throughout the partner’s organization regarding the partnership? Are their conflicting priorities within different branches of that organization? Test the waters ahead of time and assess how these will potentially impact the partnership.
  • There are potential pitfalls to take into consideration. What is the in-house/outsource attitude of the partner? If there are strong voices for in-house production or service provision, these will not be supportive of the partnership.
  • Monitor the quality of the partnership over time. Successful partnerships are based as much on friendly cordial relations as on business priorities. Are your business cultures and ethics compatible? Who is the champion for the partnership on the other side? What will happen if the champion leaves? Is there a backup champion?
  • Build an exit strategy into the partnership that will allow you to leave gracefully and mitigate financial or good will consequences if the partnership sours.

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When Do You Focus on the Plan –  When Do You Adjust? Four Guidelines

Situation: The dynamics of an early-stage business require balance between focus and opportunity. Both are important in a dynamic business environment. The challenge is in the balancing act. When do you focus on the plan, and when do you adjust?

Advice:

  • Never allow friends to become statistics. Think of your customers as your friends. Often the most loyal and vocal friends were early adopters and got the company where it is today. They remain important participants in the conversation and should always be in focus.
  • When using social media to communicate to your audience, remember that this is a face-to-face conversation. This is a key point of focus. Remove as much friction from online interactions as you can. Make it as easy as possible for people visiting your web site to buy. This requires both live interactions with users and attention to detail. If a question keeps coming up, answer it; put the answer right up front on your web site where it cannot be missed. We’ve all made hundreds of tweaks, each tiny. Each has removed a point of friction. As the company grows it is easy to lose sight of these details. Never lose sight of details.
  • Much of what businesses face is transitory. It is important to stay nimble and not get stuck fighting the last skirmish. Early in our business history we found that a subscription service was difficult for institutional users like purchasing departments in schools to understand. We focused on fixing this.
  • Be careful not to chase bright shiny objects – opportunities that take you outside your principal market competence. Would you try to modify a hammer to put in screws? One company’s principal product is a communication device for kids with verbal challenges. Some have suggested that it could also be a teaching device. In the future there may be room in the company’s plan for a teaching device, but this will be addressed as its own market and application when the company is large enough to diversify.

Thanks to Phil Bookman of Assistyx for his contribution to this article.

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What Are The Keys to Negotiating an IP Acquisition? Six Considerations

Situation:  A Company is interested in acquiring either the intellectual property (IP) of another company or the company itself. The target is a minor division of a larger parent company. The CEO contacted the parent and confirmed their interest in a deal. What are the keys to negotiating an IP acquisition?

Advice from the CEOs:

  • It is essential to assure your rights to both current IP and future enhancements. This applies whether you or the parent is the final holder of the IP. Look for clear language as to what constitutes base IP, derivative IP and extensions of the IP. You want to preserve your interest in future derivatives and extensions that you create.
  • There is a material difference between your position and that of the parent of the IP. If the parent retains the IP, they also gain certain rights to IP extensions based on the current IP. If you own the IP, their potential rights to future IP are lost. If the parent feels that the IP has strategic value – whether or not they are currently taking advantage of it – this will be one of the more difficult aspects to the negotiation.
  • Are there options besides acquiring the IP? The parent can grant a fully paid license to the technology, with access to the people and assets, waiving residual rights to future IP extensions, and no restrictions on transfer. Another option could be a one-time royalty fee, which is a perpetual license.
  • As you perform your due diligence, try to get a sense of the parent’s motivations and concerns for entertaining your interest in the acquisition. This will help you to frame a deal that works for both parties.
  • If the parent has been an active licensor or seller of IP, look for lawyers who know the company. Try to secure one of these lawyers as counsel for your negotiation.
  • From a liability standpoint, it is better to buy or license the IP and technology than the company. Liability travels with the company. Part of your negotiation will be who inherits any carry-over liability.

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How Do You Respond to a New Competitor? Five Suggestions

Situation: A mid-sized company has learned that a much larger company is entering their geography and market niche. This company is known to enter new markets with a low pricing strategy to “buy” market share. How do you respond to this challenge? How do you respond to a new competitor?

Advice from the CEOs:

  • Accept the fact that you will lose some business; particularly from customers who driven more by price than quality and service. The flip side is that these customers are likely not your best customers.
  • Research the reputation and business practices of the new entrant in their traditional territory. What is their reputation? What are their weaknesses? Do your homework by networking with their current competitors and customers.
  • Take a lesson from those who have survived a move by Walmart into their territory. Boutiques survive Walmart – especially those that focus on personal service. Upgrade your customer base based on personal service. Use your 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, on a per transaction basis, based on your knowledge of the territory or business niche.
  • 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 those involving personalized service.  
  • If you are a family business, consider promoting your “old world skill” and established reputation and expertise.

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How Do You Maintain The Focus on Your Plan? Five Suggestions

Situation: A company has both an annual and a 5-year plan. These are discussed both in company meetings and in 1-on-1s with managers. The CEO fears that she’s starting to sound like a broken record. How do you maintain the focus on your plan?

Advice from the CEOs:

  • Break the 1-year plan into quarterly objectives. Don’t just divide annual objectives by four. Vary objectives for each quarter so that the total sums to the annual plan.
  • Create a series of milestones to guide the plan. Celebrate the achievement of each milestone. This helps to maintain momentum and keeps everyone engaged.
  • Establish metrics to assess progress against both the milestones and the plan. These will enable you to evaluate progress against the overall plan and the degree to which you are ahead of or behind the plan. It will also help to evaluate whether underperformance is a matter of externalities or a flaw in the plan itself. If there is a flaw, fix it as soon as you find it.
  • Evaluate your “worst case” scenario so that you know the implications. This enables you to compare current performance against “worst case.”
  • In his book “Good to Great,” Jim Collins found that an important difference between G2G and non-G2G companies was the ability of the G2G companies to maintain faith and to slowly build momentum regardless of the apparent obstacles faced. This allowed good companies to establish the momentum that eventually made them great. Non-G2G companies continually changed direction and never built sustainable momentum.

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How Do You Design an Effective Sales Model? Eight Points

Situation: A company is in the process of building an inside sales program to complement their outside sales capabilities. What are the most important strategic components of an effective sales model? How do you design an effective sales model?

Advice:

  • In a marketing/sales system, marketing is the precursor to everything. If you can’t effectively deliver your message to your audience, you have no lead generation machine and sales must resort to cold calls. In today’s online world, two of the key components of a marketing system are email and online campaigns, combined with tools for rapid and responsive follow-up.
  • In an effective system, the inside sales team has primarily responsibility for following up on leads. This team’s role is to qualify the prospect responding to the company’s marketing outreach. Is this person the right buyer for their company? If not, who is?
  • A strong rapport between inside and outside sales is important. If this isn’t present opportunities are being lost.
  • Has the company allocated an adequate budget to fund an outreach strategy? If not, when will they?
  • The most critical aspect of the inside sales rep’s role is to be an effective filter in collecting and passing data on to the field sales force.
  • Many inside sales reps fail because their performance is measured on the number of calls made, not on the quality of the calls, information gathered, closure rates, and the value of closures. Effective incentives for inside sales are based on the quality of data gathered and on the success of field sales in closing the leads they receive from inside sales.
  • The effectiveness of outside sales comes down to choosing the right people. The 80/20 rule applies here. Typically, one out of five field sales reps hired is truly successful, one is marginal, and three don’t make it. Hire based on past experience selling to the company’s target customer groups, subjective elements aligned with company culture, and careful reference checks.
  • For the CEO, attracting and hiring good people this individual’s most important role. 

Thanks to Sanjay Sathe, President & CEO, RiseSmart.com for his contribution to this article.

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