Tag Archives: Ownership

How Do You Purchase a Company as a Non-Owner President? Four Points

Situation: The President of a company has a long-standing relationship with the Chairman and Founder, who is also the principal owner of the company. The President joined the company at a time that the Chairman/Owner thought that he was terminally ill and needed an individual who could take over operations as well as leadership. Since then the owner has fully recovered and wants to retake control. The President would like to buy out the owner. How do you purchase a company as a non-owner President?
Advice from the CEOs:
• What role has the President played so far? The President has advised the Chairman on how to grow the company and is leading this growth through developing key customer relationships.
• What is the owner currently doing? The owner has fully stepped back into his prior role, and is micromanaging all aspects of the business, effectively shutting out the President.
• The best way to avoid a situation like this is to negotiate the full deal, including transition of authority and terms of transition of ownership, up front before the signing of an employment contract. Not having not done this, the President currently has no leverage.
• The best option at this point is to have a conversation with the owner and to see whether the owner is open to a transition of either power or ownership. If the owner is not interested, the President may want to consider other opportunities.

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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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How Do You Boost Financial Understanding Within the Team? Five Points

Situation: A CEO is concerned that her team doesn’t appreciate the financial implication of their decisions on the company. This applies to both day-to-day decisions and strategic decisions that team leaders make. What can be done to better connect them and their decisions to the bottom line? How do you boost financial understanding within the team?
Advice from the CEOs:
• Go down the management levels from top to bottom and take the time to explain, in understandable terms, the company’s financial objectives, why they are important, how these are measured, how managers’ day to day decisions impact company performance, and the financial consequences of those decisions.
• Give employees a stake in company performance! For some this may be an ownership stake, for others it could be linking financial performance to their compensation and promotion track.
• The objective is for everyone to view the company as “ours”. This is a critical culture shift from the usual view in terms of “me vs. them”
• Work with the team to establish understandable and trackable formulas for profitable performance.
• Establish meaningful rewards for meeting the company’s plan and financial targets. When employees see a direct link between company financial performance and their paychecks they will pay attention.

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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 Preserve Exit Strategy Value as a Minority Owner? Five Points

Situation: A company has been in business for 38 years. The majority owner founded the company. One of two minority owners has obtaining her share position through sweat equity. Another minority owner is on the Board but is not involved in the day-to-day operations. There are buy-sell agreements in place to preserve the interests of the three owners. In the case of an exit how do the minority owners preserve the value of their shares of the company? How do you preserve exit strategy value as a minority owner?

Advice from the CEOs:

  • Details of the current arrangement:
    • All partners are currently capped at 33% ownership.
    • The expectation is that in 10 years the two minority owners will buy out the principal owner and split ownership between themselves.
  • It is far better to negotiate potential ownership position up front – at the time of entry into a business, rather than along the way. As this apparently was not the case the minority owner has two points of leverage:
    • The minority owner has a good relationship with the principal owner, a very important factor, and the owner cares about the minority owner.
    • As the minority owner develops a track record of success, this should be leveraged in addition to the relationship to assure that the interests of the minority owners are preserved.
  • Additional key points of leverage of the minority owner asking the question:
    • The option to walk away as principal manager of the business if not happy with the situation.
    • Upside value of the company.
    • The desire of all owners to maintain their current life-styles, which are dependent on income from the business.
  • Separate management and control of the business entity from day-to-day operations. These are distinct and different areas of focus.
  • Another option to consider is the use of insurance policies to fund a buy-out of the majority owner.

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How Do You Encourage Employees to Take Full Responsibility for their Jobs? Five Points

Situation: A CEO is discouraged because employees are neither taking initiative nor holding themselves accountable for results. They see potential problems, but don’t act to either prevent or resolve them. They continually bring situations to the CEO and expect the CEO to solve the problem or save the day.  What have others done to shift responsibility and accountability to staff? How do you encourage employees to take full responsibility for their jobs?

Advice from the CEOs:

  • There are two important questions to ask:
    • Is this a situation that includes a large number of employees or just a few? If it’s just a few then these situations can be handled individually. If more than a few then systemic changes may be necessary.
    • Are all employees clear on their responsibilities and what is expected of them? Is there written documentation on responsibilities associated with specific roles or individuals? Has this been communicated to individual employees during performance reviews?
  • It is essential that direction and individual responsibility be clearly stated and understood. Encourage dialogue once direction or instruction is given to test understanding. Important direction should be documented in writing.
  • Have clear core values been established that guide both the company and individual responsibility and decisions? Have these core values been publicized and posted in break  areas as well as work areas? Use the core values to assess employees’ work to reinforce emphasis.
  • Assure that employees are clearly empowered to make decisions. This is particularly  important if employees have been subjected to micromanagement in the past.
  • Ask for and encourage dialogue, both in one-on-one situations and in team and company meetings. Make employees part of the decision process so that they feel ownership over their responsibilities. Assure that excellent performance is recognized, rewarded and publicized.

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How Do You Create Buzz? Six Suggestions

Situation: A company wants to quickly create high profile buzz around a new offering. What have other companies done or seen that could help the company quickly create this type of market presence? How do you create buzz?

Advice from the CEOs:

  • Buzz is hard to measure. It is also difficult to link buzz directly to sales.
  • Getting press, assuming that it is positive, is often called “free advertising.”
    • If a company is paying a professional public relations (PR) consultant, positive press is not free. When PR is successful and sustained, however, it arguably has a better ROI than advertising.
    • Published articles, particularly those by authors not associated with the company, are viewed by the customer as more legitimate than advertising. Additionally, with the Internet, the longevity of these articles can be quite long. The reach extends far beyond publications’ off-line circulation, and search engines make the articles easy to access.
  • Successful companies want to do business with other successful companies. What can the company highlight to show prospective clients that it is successful?
    • Substantiation is critical to getting positive coverage – assure that there is no “vaporware.” Given the power of social media vaporware can quickly destroy an offering.
  • One member of the group suggested that the ownership of patents might generate positive press and social media coverage.
  • Leverage in-house thought leaders.
  • Seek help from celebrities – “Hollywood” investors and individuals with substantial social media followings.

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How Do You Manage Growth? Six Points

Situation: Many companies face challenges managing growth. Growth is a complex process involving strategy, staff and company culture. What guidance can the group give to help guide planning for growth? How do you manage growth?

Advice from the CEOs:

  • Think of growth in term of five major components of organization and growth: structural, cultural, facilities, documentation systems, and people.
  • Structural
    • Consider different ownership and profit sharing options. Look for options that fit the objectives of the company.
    • If you are looking at multi-location solutions, develop a structure that can be easily copied in new locations that are added but which is complementary to the home office structure.
  • Cultural
    • If the business is family-run and looking at moving to a non-family structure, look for options that will preserve the best aspects of the culture as it has developed.
    • Keep company values intact.
    • Focus on maintaining engagement and commitment.
  • Facilities
    • The transition from single-site to multiple-site is particularly traumatic. The jump from 2-sites to 3-sites is much easier because an effective model is already in place.
  • Documentation Systems
    • Growth can compel the company to adopt entirely new systems, especially when passing certain thresholds for government regulations (i.e. 50+ employees).
  • People
    • Hire and retain for the right mindset – consistent with company culture and structure.
    • Specialists can be a real asset for their particular talents, but they seldom have the view of the “big picture” that is required for a turbulent environment.
    • Compensation – align compensation with company culture and priorities.
    • “Ownership” may have to change from sole ownership to shared ownership in order to keep key talent engaged.
    • Add new skill sets to address needs but assure that these complement existing skill sets.

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How Do You Boost Intensity and Accountability? Five Solutions

Situation: A CEO is concerned about the intensity and accountability of her team. An employee stock ownership program is in place, and employees are rewarded with bonuses for meeting or exceeding objectives. HR reports that there is a lack of decision-making; employees just sit and talk instead of moving forward. How do you boost intensity and accountability?

Advice from the CEOs:

  • Does the current bonus structure include revenue growth? If revenue growth is not part of the incentive program, then this won’t be the focus.
  • What happens when the CEO is away?
    • Assure that the #2 who’s in charge has the same sense of urgency as the CEO and has the confidence to make decisions.
  • The company is at the point where it needs seasoned professionals to run key operations and functions.
    • Ideally this would be an internal promotion, but if there is no internal candidate look to hire from the outside. Hire two new managers – for different teams. Watch how they do with each of their teams to determine whether one can run the whole outfit.
    • This can ignite other employees – those who will catch on to what the new manager is doing and will now get the message.
  • Another CEO empowered people and explained how it worked.
    • They have had to swallow some poor decisions but have learned that they can’t come down on those who make mistakes – it discourages them from taking the risks needed to make decisions.
    • They’ve organized strategic teams to develop the empowerment program with minimal input from top staff. Teams are required have to report on their results 2x week – no exceptions.
    • The CEO hired two key hires who are hard hitting with deep resumes and experience – individuals who have shaken things up.
    • The new managers started in a sheltered situation where they could learn the organization and the people. This was done before they were put in their eventual positions.
  • What are the potential downsides to making this kind of change?:
    • Some sparks will fly.
    • Some will get upset.
    • Be patient with this process – let it happen.

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How Do You Evaluate Management Team Performance? Four Points

Situation: As the end of the year approaches, a CEO is evaluating management performance over the year. An area of focus during the year have been evaluating new business opportunities and the impact of these on the company. The CEO has been uncomfortable with disagreements between departments which have slowed opportunity evaluations. How do you evaluate management team performance?

Advice from the CEOs:

  • Breaking down issues of concern, there are two areas of focus.
    • Problems that should have been resolved by two people have required a referee (the CEO) to mediate the solution because the two parties could not work things out themselves.
    • Individuals who are otherwise highly skilled have become overly sensitive about minor issues that have prevented them from developing their own solutions
  • The most important step is to have the management team agree on a protocol for dealing with new business opportunities and the impact of new sales opportunities on development and support. A protocol will help to avoid the two issues of concern that have been identified.
    • Direct the team to come up with a protocol that they all agree to, subject to CEO review.
    • Once it is finalized, announce it with great fanfare as the new process that will guide the company. Make it mandatory.
    • Support this process with daily (short – 10-15 minute) or weekly (longer but 1 hour or less) team meetings to anticipate and remove blocks to execution.
  • Tension between sales, service and engineering are natural and healthy. This is because each is driven by different priorities, all of which are necessary to serve the customer.
    • Resolution of this tension requires a turnkey handoff protocol, involving checklists and flow charts.
    • The best protocols are not imposed on people but are developed by the people involved. This gives them ownership, and a stake in implementing and maintaining the protocol.
  • If, despite everyone’s best efforts there is ongoing dysfunction, it may be necessary to replace difficult people. As challenging as this seems, those who report to difficult top managers likely experience similar difficulties with them. Organizations often respond with relief after leadership eliminates a difficult manager.

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