Category Archives: Strategy

What Are The Key Factors to Negotiating an IP Acquisition? Six Considerations

Situation:  The 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 key factors to negotiating an IP acquisition?

Advice from the CEOs:

  • You need 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 the parent’s.
    • 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.
  • What options are there besides acquiring the company?
    • 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 that is a perpetual license.
  • Within 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 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.

Key Words: Intellectual Property, IP, Acquisition, Rights, Enhancement, Derivative, Negotiation, License, Royalty, Legal Counsel, Liability

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How Do You Maintain The Focus to Stick With Your Plan? Five Suggestions

Situation: The Company has both an annual and a 5-year plan. These are discussed in both company meetings and in 1-on-1s with managers. The CEO fears that he’s starting to sound like a broken record. How do you maintain the focus to stick with 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.
  • Divide your broad plan into a series of milestones. Celebrate the achievement of each milestone. This helps to maintain momentum and keeps everyone engaged.
  • Establish metrics to assess your progress against the plan. These will enable you to evaluate progress against plan and the degree to which you are above or below plan. It will also help you 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.

Key Words: Plan, Annual, Long-Term, Objectives, Milestones, Celebrate, Momentum, Engaged, Underperformance, Worst Case, Good to Great

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How Do You Reset Pricing When The Game Changes? Five Parameters

Situation: The Company sells customized products and pricing has been per product/per customer. A large client has proposed to purchase product rights across a number of products and uses. The technology is early in its expected 5-year life span. How should the Company set pricing to this customer?

Advice from the CEOs:

  • Start with a series of questions:
    • What is the value of your technology to the customer?
    • How much competition do you face?
    • What other solutions are available to the customer?
  • Based on this framework, ask contacts within the customer company open-ended questions that will reveal what is important to them including:
    • Licensing objectives,
    • Planned use of the technology, and
    • Any protections that they seek.
    • You need to understand these before you can make decisions on pricing.
  • There are several pricing scenarios:
    • Set up a scale with a declining pricing driven by volume.
    • A large lump sum payment now, non-transferable if the customer is acquired by another company.
    • A large annual fee to cover a preset number of uses and volumes, with small increments for additional purchases.
    • The final arrangement will depend on the priorities of the customer.
  • Find out what the customer is willing to pay, but you set the terms.
  • Ask what guarantees they desire to protect their position. This includes:
    • The customer’s key risk factors.
    • Whether they want exclusive or usage rights. Exclusive is worth more.

Key Words: Pricing, Custom, Technology, Life-span, Value, Competition, Licensing, Objectives, Protection, Scenario, Scale, Lump-sum, Annual Fee, Guarantee, Exclusive, Usage  [like]

How Do You Respond to Pressure to Cut Prices? Six Guidelines

Situation: One client represents a majority of a company’s revenue. They have multiple contracts with this client. A new purchasing agent is on a mission to reduce purchasing costs, and claims that other suppliers cost less. What’s the best response?

Advice from the CEOs:

  • Spend time with your true client – the employees and managers who have chosen your product. These people stand to gain the most from an ongoing relationship with you and may be able to reduce the pressure from purchasing.
  • Assemble testimonials and metrics from the client to show that you produce a better result at lower cost than they can get from other suppliers.
  • Simultaneously, reduce your overhead so that if you must cut prices to retain the business, you can afford it.
  • If you must cut prices, you have other options:
    • Reduce the cost of resources producing the product and service. Let your client contacts know that you are being forced to do this. This may prompt them to argue that they need more senior experience from your team at the higher rate.
    • Offer lower prices in exchange for higher volume and longer term purchasing commitments. This can lock out the competition by reducing the frequency of contract renewals.
  • Remember that the job of the purchasing agent is to reduce costs. The agent who is hounding you is hounding other suppliers as well. If they can negotiate savings from 30% of the suppliers, it’s a big win. Get your ducks in line so that you aren’t in that 30%.

Key Words: Purchasing, Contract, Purchasing Agent, Cost, Client, Customer, Metrics, Cutting Prices, Purchase Commitment  [like]

Can You Increase Value in Social Network Discussions? Four Thoughts

Interview with Kenneth Vogt, CEO, Crooner Labs, Inc.

Situation: Individuals participate in social networking sites for several reasons – to network, to promote their businesses, products or services, and to gain insight through crowd sourcing. For these audiences, what are the best ways to increase the value in your discussions?

Advice:

  • Encourage participants to move from a short-term to a medium-term focus. Short term focus is about lead generation, immediate results and “Buy, Buy, Buy Now.” Think of the man in the flashy sports coat selling cars on late night television. It may generate a “sale” but with low engagement and commitment. If focus you instead on engagement, you start to build growth which is more sustainable – which will stay alive with more momentum.
  • Clarify your objectives. Are you interested in sales or influence today, or this quarter? How much effort do you want to put into it and what payback do you seek?
  • Be patient. Take the time to develop quality content. This time is an investment which pays back both medium and long-term.
  • Stop treating people as though they are stupid and can be manipulated into buying from you. There is a karmic cost to this approach. Look instead at the potential benefit that you can provide that will attract people to your content. Think in terms of reciprocity – give first and let others decide how they will respond.
  • Some time ago I tried an experiment. I proposed a simple question: “What do you want?” I asked the question three times, each time with a different thought in mind – first annoyance, then confusion, and finally empathy. But rather than speak the questions, I sent them via instant message one after the other. The words on the page were exactly the same each time, “What do you want?” Yet without tone of voice, expression or body language, the receivers could instantly tell me what I was thinking in each case. The same works in social networking. People can read where you are coming from based on how you position your content. So if you want to increase the value of what you have to say or offer, offer it openly and invite your audience to respond.

You can contact Kenneth Vogt at kvogt@croonerlabs.com

Key Words: Social Network, Discussion, Focus, Objectives, Value  [like]

How do you Maintain Focus on your Core while Expanding? Six Considerations

Interview with Clark Avery, President & CEO, Aesyntix Health

Situation: We’ve established a strong core business and it is time to diversity. Our principal growth opportunity is complimentary to but a different business model from our core. What are best practices for maintaining focus on core business while developing a new opportunity?

Advice:

  • First and foremost, be emotionally and strategically ready to make the bet and commit to action.  In doing so you must “know thyself.” Specifically, taking a long look to determine whether you tend to overanalyze or are too quick to pull the trigger. Understanding your tendencies will help in the steps below.
  • Establish the prerequisites for pulling the trigger. For us we had to determine the:
    • Level of operating stability for the core business that will allow you to split focus.
    • Level of financial stability and predictability that will support both core and expansion efforts.
    • Level of organizational and process stability that will allow you to take on the new opportunity.
  • Understand and define the differences between the old game and the new game.
    • What are the financials of the growth opportunity? How do they differ from your core business? Are there conflicts that must be resolved?
    • Can you launch an innovative solution to differentiate the new offering?
  • Gather enough understanding of market need that you will satisfy with the new opportunity so as to be able to address it effectively.
  • Establish a sound execution strategy and timeframe for launching the new business.
    • Some/many of your decisions will be wrong. You need the resources to tolerate a learning curve while running fast towards your goal.
  • Draft a leadership development plan of both the core and new business before you start. This plan must define the skill sets and growth needs of each business.

You can contact Clark Avery at cavery@aesyntix.com

Key Words: Diversify, Opportunity, Focus, Stability, Market Needs, Execution, Leadership Development   [like]

How Do You Communicate Your Solution to Potential Clients? Eight Recommendations

Interview with Eric Bauswell, President, SurfaceInk

Situation: For a domestic engineering solutions company, one of the challenges is engaging potential customers with the idea that a domestic solution can cost-effectively meet their needs. If you can combine a manufacturing solution to the service solution, this helps. What have you done to effectively communicate your solution to potential clients?

Advice:

  • Know your clients. Clients have expertise of their own. However, they may lack expertise in all the disciplines necessary to create a full product. How will you fill the gap?
  • Know your strengths.
    • Design is an iterative development process. If you increase process efficiency you can complete more process cycles in a given timeframe, advancing to final product more quickly.
    • Identify your key differentiators. Target clients for whom your differentiator is a critical need. For example, we do not encourage all of our clients to manufacture overseas, but if they insist and lack experience managing overseas vendors, we can handle this for them.
    • Consistency of personnel across the life of a project is important, particularly the core team.
    • “Invention & Innovation” require a plan to mitigate the risk they represent.  Develop the design along parallel paths, stage higher risk components or pieces of the design that represent critical path inventions such that they are proven prior to moving forward, or even take that feature out of the current design in order to develop it to a production ready solution for the next product on the client roadmap.  Sometimes an invention or innovation is THE reason for the new product.  In these cases the key is managing the client’s expectations regarding the significantly elevated risks that come with invention and proceeding with the understanding that the phase gates and even the production dates will slide according to the progress against developing that critical path invention or innovation.
    • Expertise in material selection and understanding what can be done with materials in the manufacturing process is non-trivial, as is vendor qualification, particularly with new materials.
  • Know your competitors. How do they handle similar challenges to those that you face?
  • Know your vendors. “Right-sizing” your contract manufacturer to your client’s product is important. Things will go wrong, and you must assure that the contract manufacturer will give you the priority to get things back on track to meet your launch date.

You can contact Eric Bauswell at bauswell@surfaceink.com

Key Words: Engineering Services, Domestic, Outsource Partner, Strengths, Differentiators, Materials, Prototype, Parallel Path, Vendor Selection

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How Do You Build Meaningful Participation on a Social Web Site? – Six Thought Starters

Interview with Ken Ross, CEO, ExpertCEO, Inc.

Situation: We have built a good online community. Between our site and newsletter, we are in contact with tens of thousands of executives weekly. We constantly seek new ways to encourage active participation in our discussions. What have you done to effectively build regular participation in meaningful discussions?

Advice:

  • Know your audience and focus on topics that engage people. For example, we do a semi-annual compensation survey and get a great response when we publish the results.
  • We often learn more from mistakes than we do from success. Also, people love to talk about business blunders, particularly if the discussions include some well-intentioned humor.
  • Reach out to individuals with interesting backgrounds, experience and situations. Encourage them to post, or feature them in a discussion.
  • We send out weekly emails with titles and synopses of articles posted in the last week. This enables newsletter recipients to quickly scan topics and click on those of interest.
  • A common challenge is filtering posts which are trivial, self-promoting and lack relevance to the focus of the site.
  • The bottom line is that there is no magic bullet. Social networking sites are rapidly evolving so you must continually seek creative additions. This takes time, work and investment.
  • Now it’s your turn. What has drawn you to a social networking site? What have you done to effectively build regular participation in meaningful discussions?

You can contact Ken Ross at ken@expertceo.com

Category: Sales & Marketing, Strategy, Technology

Key Words: Online Community, Social Network, Social Web Site, Participation, Discussions, Mistakes, Humor, Newsletter, Creative

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How do you Research the Brutal Facts of a Business? Seven Options

Situation: The Company wants to enter a new market, but does not know much about it. Jim Collins advises understanding the brutal facts of any business as an essential part of strategy. How do you research the brutal facts of a business or market?

Advice from the CEOs:

  • Determine the key players in the market, and closely observe them – their mistakes and successes. Identify and interview clients and look for gaps in products and services offered. Use this research to develop a differential advantage for your product/service.
  • Use allied resources. For a general contractor this includes real estate professionals and other allied professionals who know the marketplace and the performance/reputation of other contractors.
  • Business consulting firms conduct surveys of markets. Look for and purchase published surveys. If you participate in their surveys you can get the results at a reduced cost.
  • Trade magazines and business journals like the San Jose/Silicon Valley Business Journal publishes surveys of the “Top 25” local businesses by industry. These help to assess local competition and gather information about revenues, principals, etc.
  • Leverage industry associations. Attend conventions and learn the lay of the land from the attending sales people.
  • Leverage Internet resources: Hoovers.com, Dunn & Bradstreet, HarrisInfo.com, and IndustryBuildingBlocks.com. 
  • Have your best sales reps talk to customers in the new market about their needs and desires, and their current suppliers. Ask them to gather information and present to marketing and sales competitive reviews of the market based on what they learn.

Key Words: Market Assessment, Customer Needs, Customer Survey, Differential Advantage, Consulting Reports, Trade Associations  [like]

How do you Respond Strategically to Market Uncertainty?

Interview with Kevin Moser, CEO, Dfine, inc.

Situation: The medical device industry faces uncertainty due to potential changes in reimbursement, increased regulation accompanying health care reform, longer FDA approval timelines and the economy. How does this impact strategy for an early stage medical device company?

Advice:

  • First and foremost it puts a premium on focus. We compete in a market dominated by large incumbents. When introducing new products in the past we would have blanketed the market to maximize early market share. Now we are being much more selective in terms of where we compete and putting more effort into targeted geographies.
  • This focus is accompanied by more caution and control of spending. We will only hire a new sales rep, for example, if we are assured that there is a significant customer base in the market that rep will serve.
  • Similarly, we are being much more cautious in our capital equipment decisions, and if an employee leaves we do not automatically replace that individual.
  • In terms of price planning, where in the past we would have counted on annual price increases, we now plan for the potential of prices decreasing over time to reflect new pressure on reimbursement and cost containment. As another example, in 2012 there will be a new tax on medical device companies. We assume that this will reduce our margins where in the past we might have passed it on to the buyer. Reduced margins will also impact our new product investment strategy.
  • The big change in long-range planning is that we are focused on slow, sustainable growth – maintaining both gross and net margins and profitability. This is a major change from five years ago when our focus was on maximizing rapid market penetration for new products. We want to be self-sufficient financially and thus avoid having to rely upon future fund-raising rounds.

You can contact Kevin at kevinm@dfineinc.com

Key Words: Medical, Device, Reimbursement, Regulation, Health Care Reform, FDA, Focus, Product Introduction, Spending Control, Hiring, Pricing, Growth  [like]