Tag Archives: Distraction

How Do You Negotiate a Merger? Eleven Points

Situation: A company is considering a merger with a smaller company. What are the important considerations to take into account in considering and negotiating a possible merger? How do you negotiate a merger?

Advice from the CEOs:

  • Look for synergies between the companies. During the negotiation, emphasize these and the mutual benefit available to both companies.
  • In a merger between a larger and smaller company look for the key motivations of each party. What does the smaller company have that the larger company wants? How much is that worth to them? Make a list.
  • Consider combining vs. merging. An alliance can be mutually beneficial while allowing both companies to retain independent ownership.
  • Look at earn out options in a purchase scenario. What are the possible terms and the financial implications of these?
  • Beware of the distraction that a merger will present to current day-to-day operations.
  • Identify other parties with whom mergers are possible. Why is the target partner better?
  • Partner prior to the merger – how do the two companies play together in the sand box? This can reveal cultural differences and differences in focus that will impact the value of the merger.
  • Consider an LLP option – a third Company that is the owner of the two merged companies. This may present tax and other advantages.
  • Look at Product vs. Service
    • Product is always worth something.
    • When service stops, it is worth nothing.
    • Key players must work together well or the service evaporates.
  • Never assume what the other party’s interests are. Make sure that both interests and priorities are discussed and evaluated during discussions between the parties.
  • Ask clarifying questions anytime a topic is raised that requires additional understanding.

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How Do You Prepare and Engage in an Effective Negotiation? Five Points

Situation: The CEO of a company is engaged in an important negotiation. There is a debate within the management team regarding the best way to prepare and engage in this negotiation. How do you prepare and engage in an effective negotiation?

Advice from the CEOs:

  • In any situation where a decision between two parties is to be decided preparation is critical.
    • Start with the basics. What is the bottom line that the company wants or needs to achieve?
    • Once the bottom line is identified, determine the strategy and what will be required to achieve this.
  • The most important question is why an agreement is being sought. What is the objective and what does a win or a win-win look like? How are they different if they are?
  • When meeting with the other party, listen with understanding.
    • Start by establishing norms to govern the discussions. These may include: one person speaking at a time, being up-front about objectives and positions, and the length of the discussion.
    • Avoid the distraction of thinking about the next move – know the possible moves in advance as well as the conditions and consequences associated with them.
    • Be prepared to tell the story of where the company wants to go any why the goal is important for both parties.
  • Good decisions between parties are based on trust.
    • Be trusting until given a reason not to be.
    • Point out items or statements that challenge trust and ask for clarification.
  • A Peer-to-Peer approach is the best alternative.
    • Look for equal give and take. Keep the conversation and negotiation balanced.
    • Don’t start with your real bottom line. Ideally, work with the other party in give and take until it is achieved.
    • Be willing to walk away if the discussion won’t fulfill the company’s needs; but if this is necessary, do it courteously. Leave the door open for possible future opportunities.

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What Do You Gain by Buying Out a Co-founder? Six Points

Situation: A CEO founded his company with a long-term friend. For several years, this co-founder has contributed little and has proven to be difficult with key employees. In an important sense, the co-founder has become a distraction. A challenge is that the co-founder is a significant shareholder. What do you gain by buying out a co-founder?

Advice from the CEOs:

  • First and foremost – peace of mind. While the CEO and his allies control a majority of shares there is no guarantee that this remains the case. Long-term it can cause headaches to have a large block of shares in the hands of someone who could be hostile. The challenge is gaining control of a solid majority of shares at a reasonable price.
  • How is the value of the co-founder’s shares determined?
    • In most minority interest situations, minority interest is discounted because it is of limited value to a non-company purchaser. While it may be necessary to pay a premium to gain controlling interest in the company, this will be a premium over the discounted minority interest value, not over the fair value for all shares.
  • There are two aspects to a purchase: price and terms. It is acceptable to accept the co-founder’s price, but insist on favorable terms, e.g., 10 years to pay at 5% interest.
    • Set the terms so that the company guarantees the payment, not the CEO personally.
  • At this point the co-founder is a disruptive force within the company. Act now before more damage is done.
    • As to order of business, take action with respect to the co-founder first, then negotiate the purchase of his shares after he is no longer an employee.
    • Be sure to communicate the decision effectively to the other employees. Speak to the long-term strategic value of the company, the CEO’s vision for the company, and a determination to build the company into a viable entity with a range of customers and growth opportunities for the team.
  • Important steps as you move forward:
    • Have a plan.
    • Speak to an attorney – the company should pay but this is the CEO’s attorney, not the company’s attorney. Assure that as CEO you limit personal exposure and do things appropriately.
    • Assure that the employees understand and support this action and that they clearly understand the plan going forward.
    • Offer the co-founder a more generous severance package than would ordinarily be considered prudent.
    • Fire the co-founder as soon as plans are in place and announce a Board Meeting 30 days hence to discuss the management restructuring.
  • As a final note, this is one of the most difficult things that must be done by a CEO. The co-founder has been a long-term friend. Nothing about this is easy. It is likely to get more painful before it gets better. In the long run, however, this can be better for both individuals. Work toward that objective.

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How Do You Add More Discipline to Quotes and Pricing? Four Points

Situation: A CEO faces challenges with clients. The first is vague customer specs because they don’t understand the product. Second is misunderstandings as to timelines. Third is insistence on strict timelines while simultaneously demanding revisions to previous work. How do you add more discipline to quotes and pricing?

Advice from the CEOs:

  • Is the company’s technology strategy aligned with its capabilities? Currently the company is trying to build advanced solutions in multiple international markets with a small staff. There does not seem to be the technology or development discipline to convert current capabilities into a sustainable market advantage.
  • For near term focus, because of commitments and milestone payments due from the key customers, focus resources on finishing the last piece of these projects. Once this is done, step back. Look at options and determine the company’s technology strategy moving forward.
    • The key challenge is to define ONE beachhead on which the company will focus and which they can dominate. The objective is to leverage existing engineering creativity to create a sustainable competitive advantage.
    • As this exercise is designed, start with a clean slate. Don’t burden the process with a lot of restrictive assumptions. Consider using an outside facilitator to help facilitate this process.
    • Until this exercise is completed does it really make sense to seek additional work or to commit the company to the next phases with current customers?
  • Once the company has selected and committed to a technology strategy, the decision process becomes different.
    • The objective is to develop laser-like focus on the technology. Minimize distracting the team with other opportunities.
    • It may be OK to lose money on development projects if this work will significantly impact or accelerate the development of the company’s core technology.
  • How does the company justify asking for payment for development for future projects?
    • First, determine and clearly state the company’s technology strategy. Evaluate all future development projects and decisions in terms of their alignment with this strategy.
    • Second, if a particular project is completely aligned with the technology strategy, the company may waive the requirement of payment for development. This, ideally, will be the only exception.
    • Ask for a limited time/scope project to jump start and define new projects. This provides proof of company capabilities and establishes its credibility.
    • If is it necessary to negotiate or bid, start high and bargain down to but not below the best estimate of the cost of development.
    • Remember that deciding what NOT to do or quote is often harder, but just as critical, as deciding what to quote.

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How Do You Have a Fierce Conversation? Six Factors

Situation: A valuable tool for CEOs is Susan Scott’s book Fierce Conversations. This includes challenging conversations with staff. Scott characterizes Fierce Conversations as being robust, intense, strong, powerful and passionate. These are the traits that a leader must bring to challenging conversations instead of avoiding them. How do you have a fierce conversation?

Advice from the CEOs:

  • The first step is to master the courage to interrogate reality. This means confronting the difference between “ground truth” or reality and official truth or what we or others wish to believe. There is often a difference between the truth that we want others to see and reality. Jim Collins calls this confronting the brutal facts of our situation without losing faith in our ability to deal with it.
  • Be here, prepared to be nowhere else. The conversation must be your only point of focus when you are having it. Choose a location where you won’t be interrupted or distracted. Don’t allow yourself to be distracted by texts, phone calls or anything else.
  • Tackle your toughest challenge today – you gain little by putting it off for another day. Prioritize your challenges, and tackle the most difficult ones first. Handling these will make the most difference.
  • Obey your instincts – but remember that instincts are subjective and must be verified through reality checks. Trust your gut, but verify it objectively with evidence.
  • Take responsibility for your emotional wake – what he or she will remember after the conversation. Keep the focus on factors that the other party can control, and offer to assist. But be sensitive to how you deliver the message and how the other party responds. Don’t leave more of a mess than you had before the conversation.
  • Harness the power of silence – silence slows a conversation and increases your chances of making it meaningful.

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What Are Best Practices For Managing a Due Diligence Process? Six Suggestions

Situation: A family-owned business received an unsolicited letter of intent to purchase the company. The Board is split on sale of the company, but has agreed to allow due diligence. Only a few key employees are aware of the LOI. What are best practices for managing a due diligence process?

Advice from the CEOs:

  • A due diligence process can be a major distraction. Put as short a fuse as you can on the due diligence process; insist that the information requested be limited in scope to essential materials to minimize distraction; and that the process not interfere with scheduled company commitments.
  • It is exceedingly difficult to hide reality from the troops. Good due diligence is incompatible with secrecy. Absent communication about the situation, if rumors develop at least a segment of employees will assume the worst leading to possible employee loss and erosion of leadership credibility.
  • It is better to explain the situation and put it in the best light. Here’s an example:
    • The company is not for sale but has received an unsolicited inquiry.
    • This is happening because the company is successful, is producing consistent value, and others appreciate our success.
    • Whatever happens, the company will continue as a going concern and if the company is sold, all efforts will be made to assure the retention and security of the employees.
  • Ideally, communicate this through a company-wide announcement, with video link to remote sites, and with the opportunity for employees to ask questions.
    • Brief all key managers in advance, with Q&A scripts to deliver a consistent message and address individual questions.
  • Strictly control the due diligence process.
    • Restrict direct contact with employees and, to the extent possible, with key customers.
    • Maintain your focus on the business – there is no guarantee of a sale.
    • Put retention packages in place for all key employees.
  • If the deal does not go through, assume that it will negatively impact company results for at least one quarter. Adjust your forecasts and incentive programs accordingly.

Key Words: Due Diligence, Purchase, Time Line, Distraction, Communication, Message, Coordinate, Q&A, Limit, Incentive, Retention Package

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