Tag Archives: Contract

What are the Trade-offs of Becoming a Company Principal? Four Points

Situation: A senior employee is on a good growth track within her company. The CEO has stated that he believes that she has the potential to become a principal of the company in the future. What are the tradeoffs of becoming a company principal?
Advice from the CEOs:
• Becoming a principal involves both greater potential rewards than being an employee and greater potential risks. Create a chart with two columns. In one, list the potential rewards of having a stake in the company. In the other list the costs and potential liabilities. This will help to weigh the rewards against the liabilities.
• Areas to negotiate include voting rights, granting of options, understanding the perks of becoming a partner, and also the possibility of legal liability for any malfeasance that the company may commit.
• If you see liabilities that concern you talk to an attorney – your own, not the company’s – about how to address these liabilities in the terms of an employment contract as a principal.
• Evaluate the potential long term value of the ownership share being offered. Does the company have a buy-back policy for a principal’s ownership share and, if so, what are the terms?

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What are Attributes of a Highly Effective Sales Force? Three Points

Situation: A CEO wants to improve the effectiveness of her sales team. As CEO of a young company she faces a choice between using contract versus direct sales reps. She seeks the advice of other CEOs as to what has worked most effectively with their sales approaches and teams. What are the attributes of a highly effective sales force?

Advice from the CEOs:

  • Spend time vetting either contract or your own sales reps:
    • The choice of contract vs. direct sales reps is driven by market conditions and end desires.
    • Utilizing a contract rep is an effective way to gain entrée into the customer. Even though they are 1099s, they must be managed as though they were company employees.
    • It is important to spend considerable time vetting candidates for direct sales. Attitude, desire and commitment are much more important than experience and technical prowess. Spend as much time as necessary to make sure that you are hiring the best people. Test them, check references from employers and customers alike. Leave no stone unturned.
  • Measure:
    • What gets measured get done. Determine what behaviors are necessary for success and develop metrics for these behaviors. This enables you to manage success.
    • For one CEO, the biggest challenge is selling above the gap – selling high and wide within the customer organization. Most reps concentrate their efforts on a few people in the client organization – generally low and mid-level people – and fail to establish relationships with senior management.
    • It is important, and rare, to have those senior relationships. Getting them requires deep understanding of the customer’s business combined with confidence, determination and persistence.
  • Respect and manage reps:
    • Many companies treat sales as a “necessary evil,” setting up an antagonistic and ineffective relationship between sales and other departments. This causes the salespeople to hide much of their information or spend time “scamming the system” rather than working as part of the team.
    • The best companies treat sales as a revenue engine and encourage, value and respect input from the salespeople. This encourages sales to be part of the larger team.
    • There can be challenges transitioning people from a pure product sale to a long term service business relationship – a transition from Hunter and Farmer. Most believe that these are two very different personalities. It may be better having hunters who bring in the business and then transition the customer relationship to account managers to maintain long-term relationships.
    • It may be necessary to design two compensation plans to incentivize the desired behavior of each group.

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How Do You Negotiate the Purchase of a Franchise? Seven Points

Situation: An experienced CEO is considering the purchase of a franchise. What are the key points to consider in both evaluating the opportunity and in negotiating the purchase? What advice should be sought? How do you negotiate the purchase of a franchise?

Advice from the CEOs:

  • Most franchises have a set contract in use by all of their franchisees.
    • Ask for the names of existing franchisees and ask them what works or doesn’t work both about their contract and the services provided by the franchisor.
    • Ask the franchisor whether they will agree to a side letter to cover areas of importance outside of the franchise agreement.
  • What services and are offered by the franchisor as basic infrastructure and what are offered as a percent of sales or other fee arrangements?
  • Look closely at the frequency and amount of franchise fees. What fees are set or variable? What is non-negotiable?
  • Is there a need for a professional to represent you as the buyer?
  • Closely inspect the prospectus financials – franchisors in many states are required to provide these to prospective buyers. What is the initial investment? Are there monthly or periodic minimums to be paid by the franchisee? What are typical monthly operating costs.
    • Add to these your salary replacement costs – assuming that you will have to pay yourself something over the break-even period.
    • Calculate the monthly revenue needed to break even, and to pay off the initial investment.
  • Evaluate the competitive situation facing the product/services offered by the franchise. Network with others in the market to assess both the market potential and any barriers that that will be faced as the franchise is established.
  • What other questions should be asked?
    • Why is this business interesting?
    • What is your experience and what is the experience of the franchisor?
    • How well do you understand the market that the franchise will be serving?
    • What does the franchisor bring to the table that you cannot do yourself? What are the comparable costs?
    • What is the anticipated rate of return? How is it being calculated? Can this be verified with third parties?
    • What criteria are deal makers and which are deal breakers?

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How Do You Manage Major Projects? Seven Points

Situation: A company conducts both engineering feasibility studies and development projects. These are high budget projects and must be managed diligently to prevent cost overruns. What have others done to assure that projects are planned and managed to budget? How do you manage major projects?

Advice from the CEOs:

  • What is the structure of most contracted projects?
    • Most projects are fixed price. They come from feasibility studies which are essentially “marketing” for future sales. Typical terms are 30% up front, with the other 30/30/10 upon achievement of milestones and completion of the project.
  • Get complete buy-in from the customer as part of the initial negotiation.
  • Stay ahead of expenses by billing in time to maintain positive cash flow from the projects.
  • Structure pricing so that custom work is profitable if the project mix is 50/50 custom vs. standard work.
  • Push-back if the customer wants to reduce project cost up-front.
  • Carefully document work papers – above what is required by the contract. Get buy-in for this in advance, during the initial negotiation.
  • Once the feasibility study is completed, revise the scope and deliverables of the work agreement based on findings from the study.
  • Separate the “concept” phase from the execution phase and charge a premium for the concept work.
    • Position this as a value to the customer.

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How Do You Add a New Capability? Four Approaches

Situation: A CEO reports that customers frequently ask whether the company can deliver a service that isn’t current in their portfolio of capabilities. In a substantial number of cases, the ability to offer this service is a key factor in their choice of vendors. The company’s experience with outside consultants offering this capacity has been disappointing. How do you add a new capability?

Advice from the CEOs:

  • Reevaluate the company’s needs and assess whether these can be better meet by bringing this capability in-house, or by restructuring how the company works with contractors. Determine whether the latter is just a negotiation and contract / payment problem.
  • Take a closer look at how the company contracts and creates incentives for outside contractors. Do they have performance objectives written into their contracts that reward them for meeting contract commitments? Can they earn bonuses for beating contract deadlines or exceeding design requirements? Are there penalties them for missing key deadlines?
    • Is it clear whether contractors are missing deadlines because of the “creative process,” because they don’t use their time efficiently, or because they have other commitments that take precedence at the company’s expense?
    • If the answer is either of the two latter situations, then contract adjustments may work. Similarly, if they have an incentive to be more creative faster to meet a bonus deadline a contract adjustment could also work to the company’s benefit.
    • Another option in working with independents is to make it clear that the company is generous, but if the contractor does not meet deadlines, they go to the bottom of the list for future opportunities.
  • An option is to hire one specialist and challenge them to grow a practice within the company. This may mean that they have to do all tasks early on, but the potential win will be the opportunity to grow a significant business and hire a team to do the lower-level work under their direction.
  • Another option – bring on a creative problem solver with appropriate experience who can support the existing team, but who will have more flexibility than a pure specialist.

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Do You Need a Formal Marketing Function? Four Points

Situation: A small company serves a specialized, targeted group of customers. The founder/CEO seeks advice from the group on whether it is time for the company to create and staff a formal marketing function or can this be outsourced. Do you need a formal marketing function?

Advice from the CEOs:

  • The company services a specialized and targeted group of customers. However, they target the high end of this market, so the target market is smaller.
    • A highly targeted promotional and marketing strategy will work best.
  • There are two principal functions within marketing: providing direction to guide product development efforts and creating awareness of the company’s products through promotions and advertisements.
    • To serve a narrow market, the information and insight gathered from trade shows, technical meetings, the company’s sales and design engineers may be sufficient to drive product development efforts.
    • It may not be necessary to do more than this unless the company is planning for substantial growth and wishes to diversify the product offering in a short period of time.
  • To handle promotions and advertising there are two options: hire an individual to do this or utilize the resources of an outside agency.
    • The marketing plan should be refreshed and updated on a regular basis – at least annually.
    • A good task for the company’s marketing committee is to become aware of local resources that could help.
    • Identify marketing themes to guide advertising in specialty magazines, supported by trade shows, technical conferences, and on-site training session for key customers.
    • Create and maintain a calendar of marketing activities and assure that that messaging is consistent across promotional events.
  • If the strategic plan calls for substantially increasing the revenue base or broadening the product offering, consider a merger with a competitor that already has the ability and resources to meet these needs.
    • Just the planning exercise for a merger will help the company to evaluate the issues involved in market expansion.

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How Do You Position the Company for Growth? Four Key Points

Situation: A company is completing the design of a new line of equipment which is expected to drive future growth. An important distributor for a company’s principal product – a consumable – also distributes equipment. The CEO is concerned that this distributor may perceive his new line of equipment as competing with their existing line. How should the CEO handle this? How do you position the company for growth?

Advice from the CEOs:

  • Meet with the CEO of the distributor and ask two questions:
    • Can they sell the company’s new line of equipment, as well?
    • Do they have any other source for the company’s consumable product?
    • If the distributor must rely on the company for the consumable, whether they decide to distribute the new equipment line or not, there should not be any risk.
  • The company has a wonderful opportunity to start doing business in a new way.
    • The company has a proprietary consumable and chemistry/formulation knowledge that will be difficult for others to copy.
    • The company now has knowledge of how to design equipment that utilizes the consumable.
    • Proprietary trade secrets may be more valuable than patents, presuming that the company can keep a lid on these secrets. Coca Cola and 3M have never sought patents on their key products. In a well-managed environment, trade secrets have a much longer life than patents.
  • Think about the sales mix in a new way, one that would address concerns about the annuity vs. capital equipment mix as well as improve overall profitability.
    • Focus on turn-key solutions. Use Hewlett Packard as a model. HP makes the most money selling paper and ink cartridges – annuity products; not from selling printers which sell less frequently than the cartridges. A busy office will spend far more on ink cartridges and paper per year than they spend on printers – and at a better margin for HP.
  • Combine the two prior points to leverage the new model.
    • Lease or provide the equipment at just above cost, in exchange for a contract commitment to purchase the consumable for a defined period.
    • Triple the cost of the consumable over time!
    • This should provide a more profitable and sustainable model. Adjust the cost of the ink upwards so that it pays. On a per-piece basis, the consumable at 3x or 4x current cost will still be a miniscule part of overall product cost. Further, the buyer won’t have to amortize the cost of the equipment over their production, making this an attractive option.
    • Concentrate on equipment design and outsource the manufacturing on a modular basis while keeping control of the one or two most critical components.

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How Do You Avoid Payment Pickles? Five Options

Situation: A company has clients who are not paying on schedule for projects. If the company stops or delays work, the clients say this is why they aren’t paying. The CEO needs to find a solution that clarifies and codifies responsibilities of both the company and its clients. How do you avoid payment pickles?

Advice from the CEOs:

  • Look at the contract templates and adjust them to better meet the company’s needs.
    • Change the contract obligations – so that the company is not liable for failing to complete on time when the client does not pay.
    • Increase the frequency of client payments so that the company is paid on a more timely basis.
    • Document all payment promises in the contract, including clear penalties for untimely payment and the company’s ability to stop work if payments fall short.
    • Look for an insurance product that insures the company for clients’ failure to pay – include the cost of this policy in the job quote.
    • Always hold back something critical until the final payment is received.
  • Rebrand the company to improve the business proposition.
    • Highlight the founders’ credentials – use this credibility to differentiate the company from the competition.
    • Expand the company’s presence in customized solutions, tailored to meet customers’ needs.
    • Work the high-end solutions network to get to the high-end clients.
    • Obtain D&Bs on clients before signing contracts.
    • Find the founders passion and focus on this to build the business.
    • Build what the customers want and deliver on schedule.
    • Present multiple options to new clients – a basic option for a competitive price, with add-ons similar to car dealers who use add-ons to boost the value of the sale.

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How Do You Manage Through a Difficult Period? Six Solutions

Situation: The CEO of a company is wrestling with issues concerning change orders and high labor and materials cost. To get back into good financial shape, they are considering options including reduction in estimator time and selling equipment; however, either of these could gut the business. How do you manage through a difficult period?

Advice from the CEOs:

  • It is critical to get on top of change orders. This is potentially a big profit-loss swing for the business.
    • Does everyone understand what’s happening?
    • If the answer is yes, teach them more about the business nuts and bolts so that they can help develop solutions? Share a portion of the savings in the form of spot bonuses for those who develop solutions.
  • Take a lesson from The Great Game of Business. Let employees know about the challenges and challenge them to help develop solutions.
    • As an example, look at change orders and the percent of change orders that are not correctly completed, approved and invoiced as a critical number. Let’s say that 50% of change orders are not completed, approved and/or invoiced correctly. The objective for the year is to reduce this to 25%. Calculate the value of lost billings from the past year. If this can be reduced by half, the value will be $X. If the company can meet this objective, consider making half of $X available for distribution as gifts or prizes.
    • To support this, allow each new project to design its own minigame to reduce the number of incomplete and uninvoiced change orders.
    • The idea is to have the project and inside teams design the minigames and come up with ways to reduce incomplete and uninvoiced change orders. They will learn new ways of being more efficient from this process. This is the long-term benefit to the company.
  • If it is necessary to reduce staff, cut early instead of later. This is painful but laid-off employees can be hired back on a contract basis as necessary.
  • A common solution during a difficult period is to cut back to core, reducing overhead as a survival strategy, and focus on winning as may bids as possible to rebuild the business.
    • Look at all departments and the gross margin that each produces minus the overhead that each requires. Focus cutbacks on those that are not positive.
  • Increase annuity contracts – contracts with major companies that are growing and frequently require the company’s services.
  • Transfer equipment to a separate corporation. Lease it back as business requires. This increases cash flow flexibility – for example, don’t make lease payments when cash is tight.

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How Do You Manage Conflicting Demands from a Client? Three Points

Situation: A CEO is struggling to manage conflicting demands from a key foreign client. The client frequently changes targets and priorities; however, the performance contract with the client does not allow variations from plan. In addition, the CEO and client have different expectations concerning ROI. How do you manage conflicting demands from a client?

Advice from the CEOs:

  • Recruit or access expertise from an individual who knows both cultures to coach you on intercultural communications. This will help you to avoid inadvertent miscommunications where your well-intended queries are negatively interpreted by the other party.
    • Cultural interpretation is an increasingly important factor for multi-national business growth.
  • Are there elements of the client’s structure and the agreement with the client that offer significant benefit, but which are underappreciated by company staff?
    • Access to capital?
    • Access to funding or allowance on expenditures that allow the company to increase staff to meet company demands?
    • Assure that staff are aware of these benefits and how critical these can be to the company’s, and their future growth and income.
  • Meet with the client’s leadership to outline the conflicts that the company faces meeting the client’s needs and demands. Explain to them how these conflicts are compromising the company’s ability to meet their needs. Once the conflicts in priorities are clearly expressed this may help the client to understand and resolve the conflicting demands.
    • This may involve a considerable personal risk and cost to the CEO. However, if the effort is successful it will, in the long-term, benefit both companies.

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