Tag Archives: Company

Do You Give Equity to Board Members? Four Considerations

Situation: An early-stage company has a key advisor who is helping them to build a 3-5 year vision and plan. The company can’t afford to pay the advisor full-time but he’s interested in working one day a week or becoming a Board member. Should they give him equity as a Board member and under what conditions?

Advice from the CEOs:

  • Adding Board members increases complexity, especially when it comes to big decisions. Once an early stage company transitions from their start-up Board to a more formal Board with non-founder members, particularly when a significant number of the new members have strong corporate experience, the Board will take on a certain level of independence in corporate and compensation decisions. Be aware of this, as a larger more independent Board may make decisions that the founders would not make.
  • It is not irregular for Board Members to receive equity or options. If you want to grant options, you must undertake an initial company valuation exercise, followed by annual valuations. It is common to grant options with 4 year vesting on a monthly basis. Vested shares can be purchased at Day 0 price, with some period to exercise options following departure from company.
  • Seek an expert in Board operation and compensation. There are a number of advisors with deep experience in this area who can advise the company on standard practices for Board operation and compensation.
  • If the company decides that they are not yet ready for an expanded Board of Directors, another alternative is a Board of Advisors.

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How Do You Develop Products with a Foreign Firm? Five Ideas

Situation: A company has been approached by a foreign company that is interested in their expertise. The foreign firm says that they are only interested in their own domestic market, and want the company’s help developing new products for their existing domestic clients. How do you develop products with a foreign firm?

Advice from the CEOs:

  • There is great variability between companies in different locales and on different continents. Before proceeding with negotiations, get references from the company and check them carefully. Research the company and its local market.
  • Relationship will be critical. You want to meet with their CEO. This is an important factor working with any company. Watch the commitment level of the CEO and top staff. Take an expert with you – someone knowledgeable about local mannerisms who can read the body language in meetings. Position this individual as someone who is assisting you in the negotiation.
  • If you proceed with negotiations toward an agreement, make your enforcement jurisdiction either the US or a neutral country with a western judicial system. For example, if the company is Chinese, make the enforcement jurisdiction either Hong Kong or Macao.
  • Will intellectual property be a factor? If so, get an IP attorney knowledgeable about both the market of the other company as well as your preferred enforcement jurisdiction.
  • Could this help you to augment or fund your own development? If so, ask for rights to produce and distribute products developed through the collaboration in the US and other markets outside of partner’s domestic market.

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How Do You Respond to a Breach in Policy? Five Suggestions

Situation: A company recently terminated their lowest performing sales representative. Prior to surrendering the company computer, the employee sent a goodbye email blast to the company and customer email lists. This action was a breach of company confidentiality policy. How do you respond to a breach in company policy?

Advice from the CEOs:

  • Have the human resources manager send out a company-wide message specifying how this misconduct violated company policy and the potential impact on the company. In the same message, re-emphasize company confidentiality policy and the importance of complying with policy. Follow-up with conversations between managers and employees about the importance of company confidentiality.
  • Consider having all employees sign a new company confidentiality agreement every 6 months. This should be accompanied by explanations of company policy and conversations to reinforce the importance of complying with policy.
  • As a follow-up to this situation, be proactive by informing affected clients that this individual has left the company and let clients know who their new sales representative is.
  • Be aware in your internal communications that this action may have been an honest mistake, not intended to harm the company. If this is the case and your internal response is too strong, this may have a negative impact on other employees.
  • If the individual goes to work for a competitor, send the new employer a copy of the termination agreement signed by the employee and put them on notice that you will prosecute any violations of prior confidentiality agreements.

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How Can a Lawyer Help You Meet Your Goals? Five Ways

A small company has need for legal advice, but is unsure how to properly utilize a lawyer. Legal costs have gone up over the last decade, so expense is one concern. Another is a desire to understand how to form an effective relationship with a lawyer or law firm, and how to effectively manage billable hours. Bottom line, how can a lawyer help you meet your business goals?

Advice from the CEOs:

  • First, seek the counsel of a firm that specializes in small businesses. Just as you would seek a specialist physician to treat a serious medical condition, SMBs are best served by corporate lawyers who understand how they are different from large corporations and who can advise them at a rate and under an arrangement that fits their financial situation.
  • Schedule regular “off the clock” lunches and conversations with your lawyer. The ideal lawyer for smaller companies serves as an “outside counsel.” Your outside counsel is essentially your legal quarterback and should be willing to meet with you off the clock to discuss general business needs. Of course, as a courtesy to your lawyer, if your conversation starts getting into areas where you are receiving legal advice you shouldn’t expect free advice.
  • Know what to ask your lawyer versus what to ask your auditor and tax specialist. Each has a separate and distinct domain.
  • Trust your lawyer – or find a new lawyer. The best legal relationship is when your lawyer is treated as a member of your team. Sharing the business context aids your lawyer in advising you.
  • There is no need to overspend on lawyers, but you do need to assure that you spend for what you need. A good relationship with your lawyer can help you to walk the line where you are spending appropriately.
  • Special thanks to Deb Ludwig of DJL Corporate Law for her contribution to this discussion.

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How Do You Value the Stock of a Private Company? Three Factors

Situation: A private company has not issued stock options in over 6 months. The business press highlights concerns over appropriate valuation at the time of option grant. How do you value the stock of a private company to assure that option awards reflect proper company value?

Advice from the CEOs:

  • Decide on the objectives of your valuation exercise. These may include:
    • A credible valuation to protect the Board from challenges over option valuation.
    • A calculation that the company can use quarterly or semi-annually to assess company valuation; possibly something that can be done internally on a quarterly basis, with independent validation annually.
  • Given that your concern is option valuation and protection of your Board, they only clean way to do this is to have an outside party perform your valuation. Internal valuations are subject to challenge. Look for reputable CPAs that specialize in private company stock valuation and get quotes from several for initial valuations plus follow-up valuations in 12 months. You may anticipate paying a fee of $12,000 to $15,000+ for this service.
  • There are issues that you will want to address in your valuation process:
    • A valuation must have a supportable rationale and demonstrate consistency of methodology so that valuations will be performed on a comparable basis year after year.
    • You want to see consistency between valuations with your annual financial audits which will reflect company performance.
    • There are at least two models that you may follow – a hard model and a soft model.
      • The hard model is a one-time valuation based on your financials. This may include historic performance, as well as forward-looking ROI.
      • The soft model is based on operational and risk assessment.

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Should You Offer Employees Stock Ownership? Four Thoughts

Situation: When an early stage company was founded, the CEO made vague promises of stock ownership to new employees. Some original employees have asked whether and when they will receive ownership. Should the CEO offer stock ownership, and what is the message to employees?

Advice from the CEOs:

  • The first question concerns company policy on ownership. For example, what do the founding owners think about expanding the ownership pool? It is important for the founders to have this discussion and agree on official company policy on ownership. This can then be communicated consistently to employees.
  • Investigate practices for similar companies in your industry. If you find that there is a size at which companies typically start to diversify ownership, then have a conversation among the owners as to what your company will do. You don’t have to follow the pack, but you may risk turnover if your policy is significantly different from the industry norm.
  • Employee stock ownership is a double edged sword. Employee shares only receive a true value in a liquidity event – sale of the company or an IPO. Absent a liquidity event, employee stock ownership can complicate corporate decisions, and there’s also the question of the value of an employee’s stock if the employee leaves.
  • If you decide not to expand ownership, what’s the best way to update earlier promises of ownership?
    • Tell the story: stock ownership was one option that we considered. We looked at industry practice, and here’s what we found. We determined that at our size there are few advantages to broad employee ownership, and several potential disadvantages to additional owners including tax consequences. Therefore, we decided that we could achieve our objective more effectively through our profit sharing plan.

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How Do You Handle A Loyal Employee Who No Longer Fits? Three Thoughts

Situation: A company has a long-term loyal employee who has served in a number of roles. The company is growing, and no longer has a clear role for this individual. This individual can’t and doesn’t want manage either other employees or projects. The CEO wants to be compassionate with this individual to honor their loyalty, but finds himself in a quandary. How would you handle a loyal employee who no longer fits the company’s needs?

Advice from the CEOs:

  • Your desire to treat this individual compassionately is commendable. This individual has been loyal and has served you well. There are a couple of questions to ask: is there a valuable function that this individual can serve within the company, and is this individual essential to the company?
    • What happens when this individual goes on vacation? Are there gaps in service or function?
    • Who handles this individual’s duties while they are on vacation?
    • If the answer to these questions is that others fill in easily and not a beat is missed, particularly when this individual is absent for long vacations, then either they have made excellent preparations prior to their vacation absence, or they may not be essential to the team.
  • As a business grows, it changes. Not everyone who came onboard early will have a place as the company grows. Think of a pick-up basketball team on the local playground. In pick-up basketball, you play with whoever is available. Let’s say that the team starts to improve, and they decide to join a competitive league. Now the game starts to change, and some of the buddies who played pick-up ball won’t be able to make the shift to competitive ball. They aren’t bad people; they just no longer fit the game that the team is playing.
  • You may need to sit down with this individual and have a heart-to-heart discussion about the needs of the company and their ability to serve these needs. This is difficult, but if there is truly no longer a role for this person, then you need to be honest with them while at the same time honoring their past contribution.

Key Words: Company, Growth, Needs, Roles, Manage, Function, Value, Essential, Honesty, Contribution

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How Do You Unify Culture in a Geographically Diverse Company? Six Ideas

Situation: As a company has grown to multiple sites around the world they have lost some of the culture that originally bound the company together. Many new hires are hired locally by regional managers and don’t have a strong bond to headquarters or the broader company culture. How do you build a unified culture in a company with many geographically diverse sites?

Advice from the CEOs:

  • Company culture starts with a common set of values. These values should drive everything, from hiring, through on-boarding and training, to performance measurement and evaluations.  In a strong company, these values should be reinforced regularly and expressed in the day-to-day behavior and decisions of the company.
  • Look at how you hire new personnel. Is alignment with company values part of the selection process?
  • Next, look at your on-boarding and training process. Company values and culture should be thoroughly expressed and reinforced in the training process.
  • There is no substitute to face-to-face meetings to build shared company values and culture. At least once or twice a year you should host national meetings that bring the regions together. At these meetings company values should be reinforced, there should be business content, and there should also be recreational bonding component to help employees get to know one-another.
  • Consider an annual reward or recognition trip or special event, and include spouses at company expense. This creates a completely different level of bonding, and spouse involvement communicates a company commitment to the families of the employees.
  • If you have a large number of locations, you should also have a human resources department. Among the important responsibilities of the HR department will be developing uniform selection criteria, uniform training which includes emphasis on company culture and values, and assistance in planning national or multi-regional meetings.

Key Words: Culture, Regions, Multi-site, Diverse, Values, Hiring, On-boarding, Training, Company, Meetings, Bonding, Award, Trip, Spouses, HR, Human Resource

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What Three Qualities Characterize the Company of the Future?

Interview with Philippe Courtot, CEO, Qualys

Situation: Few economists predict a robust recovery. We know from past recessions that in a slow recovery some companies will fail while others rise to the top. What are the three qualities of the companies that will thrive and become the companies of the future?

Advice from Philippe Courtot:

  • Companies of the future will have three qualities. The first is a keen sense of who your customers are – what characterizes them and their buying and use decisions. You need to see yourself through their eyes. This will give you the ability to shift more easily as their needs shift. Making this shift is easier for a service company than for a manufacturing company because the infrastructure of a service company is more flexible.
  • Second is an intense focus on operational excellence. Everything is measured with the objective of obtaining the highest levels of productivity as well as the opportunity for ongoing learning and improvement. The companies of the future will have superior systems for gathering and tracking performance data, as well as cultures which allow them to learn from what they track.
  • Third is a culture of continuous innovation. The company of the future will be the company disrupting itself. Germany provides a wonderful example because of its culture of excellence in small, family owned companies. You may be surprised to learn that it is these small companies who are the true drivers of German innovation, not the big companies like Daimler or BMW. The small companies follow the three rules outlined here. Their success has been aided by the emphasis in German education on math and engineering which means that there is an ongoing supply of domestic talent to feed these jobs.

You can contact Philippe Courtot at [email protected]

Key Words: Company, Future, Quality, Customer, Shift, Adapt, Service, Manufacturing, Operations, Excellence, Learning, Improvement, Data, Culture, Innovation, Continuous, Disrupt, Family, Business, Education

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How Do You Resolve a Conflict Involving a New Employee? Four Considerations

Situation: A company has hired a new employee with excellent skills who reports to a Director. This person is a self starter who prefers little supervision. Friction is starting to develop between the new employee and the Director. How do you resolve this conflict?

Advice from the CEOs:

  • This person was hired for their talent. However a successful hire takes account of talent, but also role, cultural fit, organizational placement and the needs of the company.
    • For example, if this person is strong in operations but they are now in client services, is this the right role?
    • Similarly, if the culture of the office emphasizes teamwork, collaboration and support, is this the right culture for this individual?
  • Be cautious before tweaking the org chart to create a new role for this person..
    • Consider both your current staff and the new person. You may be creating additional conflict if your actions appear as favoritism.
    • The dominant factor is YOUR plan. If the employee is wrong, replace the employee.
  • If an employee can’t get along with others it is a difficult situation to repair.
  • When you meet with the employee what should be said?
    • First, don’t try to solve the situation before you have a clear strategy.
    • Question and listen. “You’ve been with us a short time, and I want to check in with you. What do you think of your role?” Let the employee talk, probe for clarification of what is said. Take note of what is said. Acknowledge any requests but indicate that you will put them under advisement.
    • Do the same in discussion with the Director.
    • The key is that you are in control. Look at your objectives, and where you fit resources best within the org chart. Once you have your plan, communicate it.

Key Words: New Employee, Conflict, Friction, Talent, Role, Fit, Organization, Company, Needs, Strengths, Skills, Report, Personality, Act, Direct, Concerns, Boundaries, Response, Conversation

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