Tag Archives: Advisors

How Do You Sell in an Adverse Market? Three Points

Situation: A CEO is concerned that while interacting with trusted advisors and key contacts in the market the challenge is not the words, but in the environment of nervousness about the state of the economy. He feels a need to increase prospecting and to become more proactive – particularly with trusted advisors. What is the advice of the CEOs around the table for doing this? How do you sell in an adverse market?
Advice from the CEOs:
• Get the team to believe – adjust the message to the environment.
• Get together with the team and brainstorm how your company’s offering provides advantages in an uncertain market. Craft this into a message that everyone can use.
• To spark the discussion get a digital copy of the movie Glengarry Glen Ross and watch it together. This is a wonderful example of what NOT to do, but will engage the imaginations of the team. After watching the movie brainstorm what your more effective message will be.

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What is the Role and Value of an M&A Consultant? Four Points

Situation: The owners wish to sell a company. One option is an M&A consultant to assist with the sale. The CEO wants to know about others’ experience. What is the role and value of an M&A consultant?

Advice from the CEOs:

  • The first step is to assess the strengths and weaknesses of a consultant to determine their value.
    • The cost of an M&A consultant is inexpensive relative to the value of the business.
    • Accounting rules and M&A practices of public companies do not always apply to private companies. Valuation is affected by variations in profits year-by-year, so consultants typically use 3 to 5 year historical results for comparison against industry standards.
    • Technology companies may have a different value than service-oriented businesses, particularly if significant IP is involved. Look at the creativity of potential consultants’ solutions.
  • Consultant alternatives:
    • Business brokers, accountants, and valuation specialists can all offer valuations.
    • Investment Bankers who charge an upfront fee may be more strategically oriented. Typically, the more strategic the valuation exercise, the more dollars involved.
  • Be cautious in choosing a consultant.
    • Many business owners spend a lot of time and money with accountants and lawyers when they could save by working with a business broker paid on a commission basis.
    • Business brokers are skilled at getting business sold – however the deal is not necessarily in the best interest of the owner. Brokers are paid by commission and so may not have the best interests of the owner at heart.
  • What should you look for in a consultant?
    • Maximization of sale value with a minimal tax exposure.
    • A consultant who will help the owner figure out what they want from their business and exit – who will help to establish owners’ exit objective, a key to a successful exit.
    • A consultant who will help choose the right team of advisors.

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How Do You Structure a Small Company Board? Five Suggestions

Situation: A small tech company’s Board of Directors is made up primarily of founders and advisors. The CEO wants to know how other companies structure their Boards. Concerns include increasing accountability of management, obtaining an objective view of company operations so to counteract group-think, and accessing opportunities for strategic alignment. How do you structure a small company Board?

Advice from the CEOs:

  • In a small company, the fewer the number of board members and owners, the better. There are two considerations: control of the destiny of the company and complexity of the transaction in case of an investment or buy-out opportunity.
  • It is important to differentiate major from minor shareholders, including incentive-based owners.
  • What are the advantages of a Board of Directors?
    • Sounding Board – a group that can help management evaluate product and market opportunities.
    • Accountability – Board meetings provide an opportunity to assure that leadership and management are focusing on the best opportunities for the company.
    • Exit – knowledge of the industry, ties and introductions to potential acquirers.
  • Given new Federal regulations, the proper role of a Board has changed. Key responsibilities of Boards include:
    • Oversight of Corporate Governance.
    • Fiduciary Responsibility – to the shareholders.
    • Work with local or regional experts on Board role and structure. Experts can provide introductions to potential Board members that fit the company’s needs.
    • Good Board members will want Directors and Officers Insurance coverage.
  • Consider developing an Advisory Board, to compliment a stronger Boards of Directors.
    • Look at the key talents that the company is missing internally.
    • Ask friends, business partners and associates who they know who can add these talents.
    • Before kicking off a formal Advisory Board, start with informal discussions. Consider a facilitated dinner to share ideas.
    • One company has eight outside advisors who each receive 1/8 of a percent of the shares of the company for three years of service. The share offer required for service may be a function of the eventual forecasted exit value of the company.

Special thanks to the late Bill Rusher for his insight and contribution to this discussion.

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