Tag Archives: Independent

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 Take on Additional Business When You Are Capacity Limited? Seven Suggestions

Situation: A Company has been growing rapidly over the past year. This has strained resources in some departments, including manufacturing. New customer demand just keeps coming in. What can the CEO do to meet customer demand without busting at the seams? How do you take on additional business when you are capacity limited?

Advice from the CEOs:

  • There are three questions to be asked before taking other steps:
    • Is it possible to expand manufacturing by outsourcing?
    • Can the company just hire more people?
    • Is the business that the company is getting good profitable business?
  • First, what a great problem to have – not to belittle the challenge that the company faces.
  • If there is concern about the company’s vulnerability to future downturns and the company is holding off adding staff because of this, look for a filler product that can help the company to smooth business cycles.
  • Farm out constrained work to other departments of the company – for example engineering. Are there independent entities that the company could partner with to add temporary capacity?
  • If there are financial constraints, then look at adjusting the pricing for new business.
  • If there are conflicts between capacity in manufacturing and engineering, consider becoming more of an engineering-focused firm and invest in this area. Look at outsourcing manufacturing capacity.
  • Look for sources of temporary capital to fund the company through the adjustment. Use an existing bank line of credit or a loan to finance short-term capital needs.

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How Many Direct Reports is Too Many? Five Thoughts

Situation: A young company has been growing rapidly but hasn’t been growing its infrastructure to support its growth. The CEO now has fifteen direct reports. Things are getting hectic and the CEO wonders whether it’s time to make a change. How many direct reports is too many?

Advice from the CEOs:

  • It is generally accepted that the largest number of direct reports that an individual can successfully manage is ten. Beyond this and even at this number, if the reports require significant supervision it is difficult to meet the needs of the individuals and to effectively direct their multiple activities.
  • The maximum number of individuals that you can manage depends upon what you are managing.
    • If the individuals are very independent, then perhaps ten can be managed.
    • If the individuals require any significant levels of supervision and/or training, the number goes down rapidly.
  • This is both a challenge and an opportunity. The challenge is determining the right number of reports for the CEO to manage. The benefit is the opportunity to start building a management team.
  • The benefit will be that by adding managers reporting to the CEO, there is the opportunity to train individuals who can take on additional managerial responsibilities in the future. As the company continues to expand this will become critical to future growth.
  • Another benefit is the ability to divide responsibilities among the teams.
    • For example, one team becomes the sales team, a second the Client Services team, and a third becomes the back-office operations team.
    • As the company expands, there is the opportunity to add additional subgroups to the sales and client service teams. simultaneously serviced by the existing back-office operations team.

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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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How Do You Sell an Onsite Business? Five Perspectives

Situation: A company has several locations for its operations. One is onsite at one of their principal customers where they perform services for the customer. The rest of the business is pursuing a different direction, so the CEO wants to sell the onsite business and focus all efforts on the main business. How do you sell an onsite business?

Advice from the CEOs:

  • Do onsite business (OS) personnel identify themselves as part of the company or the customer’s company?
    • The older personnel themselves as part of the parent company; the new engineers see themselves as tied to the customer which is far larger and enjoys broad and positive brand recognition.
  • Now may be the time to sell from a price perspective. Companies are hungry for revenue sources and experienced personnel. The price that they would pay for the OS business is small change for them.
  • The decision comes down to price – can the company get the right price at the right terms?
  • Consider this alternative – break the OS off into an independent entity. Make it a separate company with own managers.
    • This allows the sale of the OS to be set up with its own operating rules and incentives, independent of the company’s other operations.
    • This move queues the company up for whatever is possible – ongoing operation or possible sale to a buyer. It also simplifies the sale scenario as OS would be a stand-alone unit, with its own personnel and management structure. There may be some shared infrastructure services with the company’s other locations, but these are services that would be taken on by the buyer using their own systems.
    • An option is to give stock to the managers of the OS – a piece of the pie to encourage them to stay on.
  • Given the company’s strategy and direction, investing additional funds in the OS doesn’t make sense. Selling and keeping the money makes more sense if the company is ready for this and feels that there is little or only a limited future for the OS business.

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How Do You Hire and Retain the Right People? Four Suggestions

Situation: A CEO is concerned about employee turnover, particularly among promising younger employees. He doesn’t know whether these employees are different from past employees, or whether it is a function of the current economy and recovery. They look like a good fit during interviews and appear to fit well with the company when they come onboard. Yet, after a few weeks or months they leave. How do you hire and retain the right people?

Advice from the CEOs:

  • Ask other companies in your area whether they are experiencing the same phenomena, and what they are doing about this. Are their experiences similar? Why do they think this is happening? Have they developed successful strategies to stem the resignations?
  • Conduct follow-up interviews 3 months after the employees leave. Use an independent party – or at least a neutral party within the company – to conduct the post-departure interview. While there may be a variety of reasons why individuals leave, are there similar themes in their motivations?
  • Are employees being treated similarly to the way that Margery Mayer and others have discussed treating customers – are they being heard?
    • Ask and listen to their true motivations – perhaps they value the opportunity to take an extended vacation for a life experience more than they value a raise. Intel and other companies offer their employees an extended sabbatical after a certain number of years of service. The employee does with this time what he or she wants.
  • Host informal beer and pizza sessions with employee groups. Keep the mood relaxed. Let them open up and complain if they so wish. It’s far better to let them air these feelings with the CEO than as buzz within the office – particularly if the see that they are being heard.
    • It is important to follow up and respond to what is heard. Employees appreciate the opportunity to be open and honest, but only if they sense that their input is producing the changes that they desire.

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How Do You Create Consistent Business Operations? Seven Thoughts

Situation: A CEO is concerned that business operations are inconsistent. Employees are always coming to her for answers instead of working things out themselves. As a result, the CEO is continually focused on operational details as opposed to strategic direction. How do you create consistent business operations?

Advice from the CEOs:

  • Make managers live up to their titles.
    • Require them to go to each other to solve problems first, instead of always asking the CEO.
    • When they ask a question, don’t give them the solution, but advice on how to solve it.
    • Require them to present solutions vs. problems
    • Be willing to spend money on their solutions.
  • Answer all questions with questions.
    • Ask them for their recommendation.
    • Keep asking until they come up with the answer.
  • When one starts to delegate, it hurts for a while but will work itself out.
  • The CEO should not be doing “regular jobs” that are really employees’ responsibilities.
  • How has implementing these suggestions impacted other companies?
    • Businesses have become more diversified.
    • CEOs are focused strategically vs. tactically.
    • Businesses are more successful and profitable.
    • CEOs enjoy coming to work again.
  • Create a sales intern program.
    • Hire 4 sales interns for $10-15/hour – with the offer that after 3 months there will be full time jobs for those who prove they can sell.
    • Have the top 4 sales staff design the intern program – call response scripts, responsibilities, etc. – subject to CEO review and approval.
    • Assign one intern to each of these 4 sales staff in mentor/mentee relationships. This will demonstrate the capacity that each has as a sales manager.
  • Should younger workers be handled differently?
    • Allow flexibility – where appropriate – on hours and how they do their jobs.
    • Responsibility will also vary by pay level – higher pay equals more hours and more accountability.

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