Tag Archives: Agreement

How Do You Maximize Relationships on a Limited Budget? Three Approaches

Situation: A CEO is looking for cost-effective ways to boost her company’s marketing. They currently focus on trade shows where they can set up as many as 15 meetings per day. Their cycle for creating new relationships is typically 3-6 months. What can they do to increase client acquisition? How do you maximize relationships on a limited budget?

Advice from the CEOs:

  • Create a public relations campaign around your star designers.
    • An example is a successful campaign created by a well-known creative director with the theme “Ads I Wish I Had Done.” Given the prevalence of social media, programs like this can attract large audiences, particularly if there is wit and humor involved.
    • Consider analogous promotion for the company along the lines of: “Our designer’s favorite products.”  In a promotion like this company designers would “review” good industrial or commercial designs that other designers have done.
    • This is a thought leadership approach designed to compensate for the fact that the company designs for some heavy hitter brand names but is not allowed to reveal that information.
  • Given limitations in using referrals due to agreement with certain clients, how can these be avoided?
    • While the company is limited by agreements in place with certain clients, these agreements do not forbid subtle mention of these clients in 1:1 meetings.
    • Just take care that strict client confidentiality agreements are not voided. Instead of using specific company names, refer to them by industry or commercial sector.
  • Create and conduct your own design conference.
    • Start locally to test the waters and develop a successful program and format.
    • Once an effective format is developed, gradually expand the geographic reach to attract more attention and additional new clients.

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What Should You Look For in Selling a Company? Eleven Points

Situation: The owners of a company wish to sell the company. The CEO is 50% owner and some senior employees are partial owners. Ideally the CEO wants to maintain the company’s culture for the good of the employees. What should the CEO look for in an acquiring company or a merger? What pitfalls should be avoided?

Advice from the CEOs:

  • Key Considerations – Define the exit objectives. Understand that pursuing an exit will take time away from other activities. Know your buyer’s team.
  • Stakeholder Alignment – Make sure various stakeholders agree in advance on exit objectives.
  • “Keep an eye on the ball” – Selling a company can be a distraction. Focus on running the company, not on the novelty of selling.
  • Watch Out for Deal-Killer Individual – One member told of a CFO of a buyer company who sabotaged a sale at the last minute.
  • Qualify the Buyer’s Decision Process – It is valuable to understand the process that the buying company will follow to made the acquisition.
  • Broker or M&A Specialist? – About 50% of private party deals are not handled by a broker. These are sales within the industry. Few sales to insiders, such as employees or family, are handled by brokers. The same is true for synergistic companies that are already familiar with each other.
  • Avoid Over Reliance on a Broker – One member told of losing touch with important details of a sale transaction when using a broker. A better alternative was a transaction advisor as opposed to a broker paid by commission.
  • Consider an “Insider” Sale – Some businesses cannot be easily sold to outside buyers. In this case selling to insiders, employees or family may be a good solution. Employee Stock Ownership Plans (ESOPs), or “S” ESOPs using an S-Corp entity, have been numerous and successful.
  • Consider Private Equity – One member spoke of selling to an investment group or private equity group that specializes in buying smaller companies.
  • Buying on the Come – Buyers look for growth. Showing a history of profitable growth is highly desirable. Having a plan for future growth in place is also valuable.
  • Leverage Strategic Partners to Boost Value – One way to increase equity value is to partner with another company. Examples include a partner that provides greater distribution and sales, or which can validate the viability of a technology. That partner can become a future purchaser.

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How Do You Generate Buy-in as You Change the Business Model? Six Points

Situation: A company is changing its business model from fee for service, driven by individual contributors, to a contracted project model with teams delivering service. The driver for the new model is to deliver full solutions to meet client needs. The CEO is struggling to obtain buy-in to the new model from all stakeholders – employees, managers and shareholders. How do you generate buy-in as you change the business model?

Advice from the CEOs:

  • The objective is to obtain agreement on vision and direction as the company adapts over a 3-5 year horizon.
    • Benefits include: product vs. service sales, a growing annuity revenue base, increased stability for the company and improved career paths for all members of the team.
    • Risks include: massive change, fear accompanying any change, too rapid growth, and the changes to company culture that will accompany this
  • Acknowledge and celebrate what the company and team have done well and the success that this has generated. In addition, share the lessons learned from experience to date, as well as the new opportunities that these lessons have created and the reasons to change to take advantage of these opportunities.
  • Create an exciting vision that expresses the new opportunities. Consider an off-site “WOW” event to announce your vision.
    • Focus on what’s in it for them as stakeholders. Address how they can participate in the change.
    • Where are the opportunities? Do they include investment and ownership?
    • Focus on the next major steps and the doable objectives associated with each step.
  • The new direction will require a different type of manager – with skills and experience managing teams. This is a growth opportunity for all involved. Provide training to assist the transition.
  • Employee and manager skill sets (including the CEO’s) will need to adapt – identify what skills will be needed and how they can be found or developed.
  • The past culture has been highly entrepreneurial with little middle management. The new model may be different from the current model, but it can still be entrepreneurial in a different way.

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How Do You Enhance Teamwork and Leadership? Six Suggestions

Situation: A CEO wants to enhance teamwork and improve leadership at all levels within the company. Occasionally there is an attitude of “not my job” in response to a request. Differences in direction from leadership within the company has led to confusion of priorities. A common issue is the need to assure that priorities are aligned and consistently communicated across teams and the organization. How do you keep everybody on the same page? How do you enhance teamwork and leadership?

Advice from the CEOs:

  • Conduct daily and/or weekly meetings to assure that everyone is aligned and on message. This has the additional advantage of bubbling up more ideas from deeper down in the organization.
  • Develop clear action items within these meetings. Confirm at least verbal understanding and agreement on each item.
  • Involve all team members in team meetings. Enforce participation.
  • As facilitator, take charge of the meetings.
    • Reduce long, drawn-out meetings to short, concise meetings.
    • Prep ahead of the meeting – let all participants know that they are expected to come prepared as well.
    • Stay on focus during the meetings.
    • At the end of important discussions, and again at the end of the meeting, summarize action items and responsibilities, and confirm understanding.
  • Other things that help:
    • Reduce the use of buss words during meetings. Speak in language that all understand.
    • Speak in terms of outcomes, not tasks. If the discussion is derailed, refocus on outcomes.
  • This works effectively in meetings with all levels of employees.

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How Do You Get the Right People on the Bus? Six Points

Situation: A small company is growing nicely and needs more people. However, the CEO is struggling to find the time to properly interview and hire additional people. In addition, he is not comfortable in this role. Hiring the right people will be critical to the future success of the company. How do you get the right people on the bus?

Advice from the CEOs:

  • Particularly if the CEO does not feel that hiring is a strength, hire an outside HR firm or consultant to screen and select candidates for interviews.
  • It is critical to decide, in advance of any search, exactly what the company needs in the individuals that are hired. A good HR consultant can help the company work through this.
  • Structure the agreement with the HR professional so that they are paid based on successful integration of the individual into the company. It may cost more on the back end for this type of agreement, however, it will save the CEO and the company valuable time and money far in excess of what the company will pay for this assurance.
  • Plan to only see the final candidates.
  • What does the company look for in an HR consultant relationship?
    • Generation of a job description and the key traits of the individual that the company seeks. This helps the HR consultant to select the right candidates for the business and situation.
    • Candidate recruitment, screening, and selection of final candidate(s) for company review.
    • The HR consultant will also prep the candidates to succeed in the company’s environment.
    • Assistance in identifying the key objectives and metrics that will be used to assess the success of the individuals hired during the first quarters or year in the company. If the HR consultant’s compensation is structured so that they are paid well for long-term success, it may cost the company more for the successful hires, however the company will only pay for success and will save considerable cash by averting failures.
  • In addition to making sure that the right people are put on the bus, work diligently to assure that they are also in the right seats, and that they change seats as necessary to complement the company’s growth.

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How Do You Construct a Business Acquisition? Five Essential Points

Situation: A CEO has an option to purchase another company with whom they have a long and good relationship. A smooth transition will be important. The owner’s relationship with their customers is central to their success, as is his employees’ knowledge of their key accounts. How does the CEO assure that these relationships are retained? How do you construct a business acquisition?

Advice from the CEOs:

  • Based on the CEO’s responses to the Forum’s questions, the owner of the other company needs this deal more than the acquiring company needs him. This creates a strong bargaining position.
  • The owner of the business is the business and the key to a smooth transition post acquisition. Retaining his ongoing involvement – at least for a reasonable period – is essential to gaining maximum value from this acquisition.
  • The value of this business is its people: the owner’s relationships, and both the owner’s and his employees’ knowledge of their key accounts. His employees know the inner workings of their customers’ businesses. These are the relationships and the knowledge needed to assure that the acquisition is profitable post-close. Retention clauses and penalties must be part of the agreement.
  • If the owner wants 50% of the net income generated from his piece of the surviving company during a transition period, this is fair. However, the financial and operational details of the transition and his share of the income must be spelled out in the agreement and the agreement must assure that there is proper follow-through to qualify for the payments.
  • The income from the owner’s accounts must support his salary. However, even with this the owner will still cost the acquirer time and energy. Plan for this and budget for it in the agreement.

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How Do You Keep a Company Afloat Short-term? Three Points

Situation: The CEO of a service company continually finds the company short of cash. They have just hired a new accountant, but it will take time for this individual to understand the financial situation and to generate recommendations to improve cash flow. How do you keep a company afloat short-term?

Advice from the CEOs:

  • Point #1: This isn’t just a question of controlling costs; the company needs to build the infrastructure to succeed.
    • If there isn’t someone on the team in a position of authority, who the CEO can trust completely, hire this person. The CEO can’t control all risks.
    • While the company has shrunk over the last two years, it is still a substantial company and needs professional management. To grow effectively, professionals are required in key leadership positions. If necessary, hire experienced outside talent
    • Look for teachable moments as challenges arrive. The CEO, instead of solving a problem, should work with employees and mentor them through discovering and implementing solutions.
    • How to communicate this to current staff?
      • Put the story together. Be able to make a clear statement to them, including the current situation and future possibilities for which the company must prepare.
      • Generate charts and metrics to support key points.
      • Use senior staff as the mouthpieces to present the story to the rest of the organization. Once they are onboard, have them help craft the message. Don’t underestimate the CEO’s authority. This is business, not a popularity contest.
      • Let others make mistakes – it is part of the learning process – no matter how critical the situation.
  • Point #2 – Return to the company’s roots.
    • The faster everyone accepts that a focused approach is the only way to survive, the faster the company will turn around. Reestablishing company presence in key markets with a new model that speaks to their desires makes a lot of sense.
    • Be very clear as to what flat-rate service pricing covers. Include this in the signed customer agreement. Don’t allow costs to creep up or it will kill the profitability of flat rate jobs.
  • Create an infrastructure nimble enough to adapt as market conditions change. Identify what really works and focus on this.

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What is a Reasonable Broker Commission? Five Thoughts

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.

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How Do You Structure an Earnout? Five Perspectives

Situation: A founding CEO is evaluating a purchase offer for his company. The buyer wants the CEO to retain some ownership interest to assure a smooth transition post sale, and ongoing assistance from the CEO so that the company continues to succeed post-sale. Should the CEO retain a minority share of the company? How do you structure an earn-out?

Advice from the CEOs:

  • The ideal option is full payment up-front. However, if the CEO is perceived by the buyer as critical to the company the buyer will want to have some assurance of continued services for some period.
  • An earn-out of fixed payments over time is acceptable provided that the language of the agreement is acceptable. However, performance-based earn-outs make no sense if the CEO no longer has control over the decisions that will impact performance. Don’t structure the payment as an earn-out, but as a retention bonus and assure that the terms are favorable.
  • Post-sale a minority share of your old company holds no value if you can’t monetize it. Holding a small share of a non-traded company has the same challenges.
    • It is all about liquidity.
    • If the other party offers this, ask what is the value is to you of the retained share.
  • Minimize the earn-out if one is demanded, but don’t count on it.
  • If there isn’t a strategic fit between the buyer and the company, the value of the company in a sale will be lower.

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How Do You Optimize Supply Agreements? Seven Guidelines

Situation: A company wants to add off-shore manufactures to its supply chain. This is a new experience and the CEO seeks guidance on how to negotiate supply agreements. They want win-win agreements with their new suppliers. How do you optimize supply agreements?

Advice from the CEOs:

  • No supplier relationship is risk-free, especially if you are a small company. Be sure to cover ownership of new IP developed during the relationship. For example, assure that the supplier adds no new developments without communicating these to you in writing. You may want to fund new developments selectively to assure protection of your IP. This is essential if you need to switch or add suppliers rapidly to maintain adequate supply.
  • A service agreement is not always about cost. It’s about deliverables, and quid pro quo is important.
  • Manage your key supplier relationships as diligently as you manage your key client relationships. They are equally critical.
  • In a contract negotiation between supplier and OEM or customer, both sides need to clarify customer needs and supplier capabilities. The greater the transparency on expectations, deliverables, and contingencies, the better the agreement and contract.
  • In negotiating an agreement with a Chinese company, make the enforcement jurisdiction either Hong Kong or Macao. Why? So that courts can enforce terms of the agreement on the Chinese party in the case of a dispute.
  • Post-termination obligations are a key to any negotiation – you want this clarified in advance.
  • Contracts serve two purposes: a legal tool, and a way to drive behavior. They provide an opportunity to assure that both parties are on the same page and, under the best circumstances, serve as process documents.

Special thanks to Bijan Dastmalchi of Symphony Consulting for his contribution to this discussion.

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