Tag Archives: Risk

How Do You Negotiate a Challenging Merger? Six Points

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Situation: A company is considering a merger. The other firm competes with customers who account for 25% of the company’s current revenue. How do you maximize the value of this merger to the company while mitigating the negative impact on current business? How do you negotiate a challenging merger?

Advice from the CEOs:

  • The maximum risk from the combination is loss of 25% of current revenue. The merger makes sense if you believe you will gain upside which more than counters this risk.
  • Both companies have brand equity. Maintain both brands and to continue to promote them. Maintaining both brands will buy you time to replace business which is potentially at risk.
  • Talk to customers and get their perceptions of the pros and cons of the potential combination. Ask about any concerns that they may have. Understanding the pros, cons and concerns will help you to mitigate negative fall-out.
  • Legally, in a 50/50 split, whoever is the chairman of the combined company will call the shots. If the head of the other company is chairman, you will have little recourse if he decides to fire you.
  • In the current case, this individual has built his company through previous mergers. Visit and break bread with those who were principals of these companies at the time they were merged or acquired. This will tell you a great deal about the individual with whom you entrusting your future. You will also learn what the others did during their mergers to help plan your own moves.
  • Give yourself a back door or Golden Parachute after six months if the merger does not go as you anticipate.

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How Do You Reduce Dependence on a Few Customers? Four Thoughts

Situation: A company has been very successful, but one customer represents over 60% of their sales. To grow, the company needs to diversify its customer base. How do you reduce dependence on one large customer? What are the risks involved? How do you reduce dependence on a few customers?

Advice from the CEOs:

  • The key to getting new customers is to dedicate time and resources to the task. Consider hiring a business development professional – a commission based “hunter” who has experience landing big accounts. You may pay this person a hefty commission for bringing in new business, but diversifying your customer base can be worth the cost.
  • If there is shared ownership of technology co-developed by the company and client and the client does not wish to pursue markets beyond its strategic focus, is it feasible to negotiate rights to pursue this business? The larger client will pursue their own interests, not those of the smaller vendor.
  • Perhaps a win-win can be worked out, but it may be challenging – particularly if the client is concerned that use of the technology in other markets could have a negative impact on the client. Use caution. The easiest way for the client to defend itself from a perceived threat is to sue and bury the smaller vendor through legal expenses. Regardless of who is “legally right,” deep pockets can win through attrition.
  • Consider recreating the opportunity. Create your own adjunct proprietary product with your own software or design talent and use this to expand your horizons. Be aware, the large client can still sue if they believe that your proprietary product impinges on their rights.

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What are the Three Clarities that Every Start-up Needs? Three Points

Situation: Starting a new venture is a daunting task. You must determine market need and land your first few key customers on a tight timeline and budget. What are the most important areas of focus for the start-up CEO? What are the three clarities that every start-up needs?

  • The answer lies in the Three Clarities.
  • Clarity #1 – Deep Knowledge of Customer Pain Points. Your eventual success is not about the technology – it’s your ability to understand and address the needs of your customer. Research and talk to potential customers. Ask them about their pain and problems. What makes their job or lives difficult? Learning these facts takes time, patience, persistent questioning, and open listening both for what they are saying and what they are not saying. Once you have a clear idea about their need and can succinctly define it, you must determine whether your capabilities can address the customer’s need. Avoid talking about your product or solution until you clearly understand the customer’s need.
  • Clarity #2 – Understanding the Purchasing Behavior. Once you have identified your target customer, their need and your ability to meet that need, you must understand their current purchase behavior. Have they ever bought from a startup before? What happened when they did? Are they happy or unsatisfied? Where are the gaps in satisfaction? Particularly for a start-up without established credibility, it is critical to identify those purchasers who will take the risk to buy from a new company. From what you find, determine how you will frame a personal relationship with the likely buyer – how you will frame both your solution and the buying experience. Build a psychographic of the buyer so that you can quickly determine likely customer candidates.
  • Clarity #3 – Understanding the Decision-Maker’s Sense of Urgency. Who makes the purchase decision? In B2B sales is it the CEO or someone further down the organizational chart? Who approves the purchase budget? Why now? Do they have their ”hair on fire” so a decision must be made now? The essential question is: what are the alternatives to not having your solution?

Thanks to Naeem Xafar of Blitzerrmobile.com for his contribution to this article.

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How Do You Reset Pricing When The Landscape Changes? Four Parameters

Situation: A company sells customized products and sets pricing per product/per customer. A large client has proposed to purchase product rights across a number of products and uses. Their technology is early in its expected 5-year life span. How should the company set pricing for this customer? How to you reset pricing when the landscape changes?

Advice from the CEOs:

  • Start with a series of questions: What is the value of your technology to the customer? How much competition do you face? What other solutions are available to the customer?
  • Based on this framework, ask contacts within the customer company open-ended questions that will reveal what is important to them including: What are their licensing objectives? What is their planned use of the technology? What protections do they seek? You need to understand these before you can make decisions on pricing.
  • There are several pricing scenarios: (1) Set up a scale with a declining pricing driven by volume. (2) Would they entertain a large lump sum payment now, non-transferable if the customer is acquired by another company? (3) Would they entertain a significant annual fee to cover a preset number of uses and volumes, with small increments for additional purchases? (4) Find out what the customer is willing to pay, but you set the terms. The final arrangement will depend on the answers to these questions as well as the priorities of the customer.
  • Ask what guarantees the customer desires to protect their position. This includes: the customer’s key risk factors and whether they want exclusive or usage rights. Exclusive is worth more.

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How Do You Open a New Branch Office? – Five Analyses

Situation: A company plans to open their first branch office. There are considering several possible locations as well as the details that they should consider while opening in the new location. What are the most important considerations as they prepare? How do you open a new branch office?

Advice from the CEOs:

  • Perform a ROI analysis for the planned office. How will the ROI for the branch office differ from your primary office? Look for potential economies of scale in your business model. This may prompt a rethinking of how you generate your products or services.
  • Simultaneously, look at the potential costs per location and the level of business required to (1) break even and (2) to match/exceed home office return in the new location. As you consider different geographical locations, compare costs and potential contribution of each against the others’.
  • Decide whether you need to build full operations in your branch office, or whether you can use a distributed services model, working from a central hub that performs some operations that needn’t be replicated in the branch office as well as future branch offices.
  • Once these three analyses are completed, perform a make/buy analysis to determine whether you get a better return from setting up your own office or purchasing a local company in the new location, if one exists.
  • Lower risk by starting with a relatively low cost operation – essentially a satellite office with minimal staff. As the new office develops initial business, they can be supported by your home office operations. They will serve as local feet on the street to evaluate the true potential and local barriers to entry within the new market.

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How Do You Retain Key Staff During a Merger or Sale? Five Suggestions

Situation: A company has either a merger with another company or sale of the company pending. While most direct staff will be retained, roughly half of the indirect staff may be at risk. The CEO’s objective is twofold: to retain key indirect talent before and during transition and to do right by those who have made strong contributions to the company. How do you retain key staff during a merger or sale?

Advice from the CEOs:

  • One member dealt with this a few years ago. The company set up a retention fund for important but potentially impacted employees in advance of the anticipated transaction. The longer the employee stayed with the company through the transition, the larger the payout for which they were eligible. In the case of no transaction, the funds were to be returned to the company.
  • An alternate version of the above option is to use insurance to fund a retention package for a group of key employees. This package may or may not be required depending upon the transition.
  • For potentially impacted employees, consider a retention package that rewards them for staying long enough to train the purchaser in their areas of expertise.
  • Look at outplacement services as part of the package for employees. Let employees know that this is part of the package if they are not retained post-transaction.
  • Seek outside consultant expertise to assist in the design and administration of a retention package. To compliment this look at your own network, and seek the advice of others who are well-versed with the technical aspects of employee transition.

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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 Change the Company’s Culture? Six Suggestions

Situation: The CEO wants to change the company’s culture. How can the CEO facilitate “buy-in” to support this cultural change? How do you change the company’s culture?
Advice from the CEOs:
• Encourage staff to think BIG – project 50 years ahead to a $2 billion company with business in 10 countries.
• Ask questions: Can we achieve it? Can you imagine that far? Is it real? What would make it real?
• Encourage participation in this exercise across all functions.
• When one company wanted to make a major change, they brought in an expert to help craft the communication of the changes and to explain it to staff.
• Move fast – don’t go slow. Let people know that it is OK to make mistakes. This is the Try-Fix-Do model that helps to encourage creativity and rapid development of new ideas. It makes going fast less of a risk to the individual.
• Let people know that it’s OK and necessary to challenge each other. Their involvement and input are what’s important. Keep it real and civil.

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How Do You Focus Your Team? Six Points

Situation: Several CEOs asked how others have had success improving company performance and is interested in how they focused their teams. How do you focus your team?

Advice from the CEOs:

  • Important tasks for any company are to validate the value proposition, technology, target customer, and the rate of market expansion, and minimize risk and liability. This should be a regular company exercise – not a one-time event.
  • Assuming that a company has goals and people who can align with and achieve them, a company needs a vision – the broader strategic picture of where they are going. Often some of the best ideas come from line staff who are enabled by their company’s culture.
  • It is critical that companies are able to quickly identify problems and have systems in place to drive problem resolution. The minigame technique is very useful in these cases.
  • Companies should have a plan for transitioning employees into new roles as the company grows. The key is clear identification of the individual’s role within the company, and how that role compliments achievement of company objectives.
  • If a company wants to grow sales from, say, $20 to $60 million, it will need a professional sales leader. In addition, growth may require a change in company culture from engineering and development centric to sales centric.
  • A significant challenge is determining how to define corporate success. Much depends upon the questions asked. The Great Game of Business by Jack Stack provides guidelines and tools for assessing options. Anyone starting or growing a business should look at this book.

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How Do You Attract Investment to a Small Company? Four Perspectives

Situation: A small company seeks outside investment to support its growth. The company’s industry is dominated by large, well-recognized players. These companies have historically been the company’s customers; however, they have a quarterly mindset, and are increasingly looking to support their own development groups. How do you attract investment to a small company?

Advice from the CEOs:

  • What is the company’s ROI and risk profile?
    • Positive ROI, particularly taking advantage of new distribution channels.
    • ROI turnaround is typically 1-2 years.
    • There are about 50 similar companies in the market.
    • The company possesses intellectual property that makes it appealing.
    • Project maturity is generally considered a risk in the industry – it is not as experienced or mature as other industries.
    • An additional risk is that new developments in online distribution are continually changing the industry environment in unpredictable ways.
  • Investigate and approach companies in other industries with similar structures – dominated by large players but with a healthy presence of smaller companies. Examples include the movie industry and real estate pools.
    • Talk to investors who are familiar with these industries to see whether they would be interested in investing in the company’s projects.
  • There is a good deal of money out there looking to beat the current returns available through the stock market and paper investments. Look for an angel investor.
  • Given the Risk/Reward structure of the industry, approaching professional investors may be the best bet for the company.

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