Tag Archives: Upside

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 Build an Effective Compensation Plan? Six Suggestions

Situation: A company hires and trains engineers from outside of their field. Their pay scale is typically below market for engineers in this field. Once the company trains them, these engineers are candidates for recruitment by other firms in the field that are considered premium employers. The CEO wants to address this situation. How do you build an effective compensation plan?

Advice from the CEOs:

  • In addition to compensation, a high-quality workplace and work experience are equally important.
  • Give the lead engineer or team compensation tied either to engineering charges or gross profit on successful projects. This can be a small percentage – but offers them a compensation upside that they are unlikely to find at another company.
  • Create a peer-recognition award like another company’s RAVE Award (Recognition, Achievement, Value, and Enthusiasm). On a regular basis – perhaps quarterly – the engineering team has the opportunity to select one of their members for this award. Components of the award may include a plaque, a free dinner or massage, or something that team members value. Ask them what they would like to see as rewards within the program.
  • A similar technique is a peer recognition box. Engineers nominate peers for recognition based on performance in a team project. At regular intervals, draw a name from the peer recognition box, with the winner receiving, for example, a gift certificate. The dollars are less important to the recipient than the recognition.
  • Focus on making the company “the place for talented engineers to work.” This can be as much a cultural situation as a place to make a great salary. The more that the company creates a fun and personally rewarding culture, the more it builds “stickiness” into the job. Ask the team for their input to shape the team and work environment.
  • Provide performance incentives for meeting quality objectives while exceeding time objectives. This beats existing cost estimates, so share some of the savings with the team working on the project.
  • Make special company celebrations a regular part of the company culture – for example, evenings out at premium restaurants and including spouses or significant others. By treating significant others well, the company creates a disincentive for the employee to leave.

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How Do You Negotiate a Tricky Merger? Five Thoughts

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?

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, the Chairman will call the shots. You will have little recourse to counter the Chairman if he decides to fire you. 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.

Key Words: Merger, Competition, Value, Mitigate, Upside, Risk, Market, Access, Brand, Equity, Customers, Pros, Cons, Concerns, Control, History, Golden Parachute

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