Category Archives: Middle Market

Do Your Cultural Diligence in M&A!

Of course the merger was a success. Neither company could have lost that much money on its own.

-Steve Case, Former Chairman of the Board
AOL/Time Warner

Competitive markets create an environment wherein companies strive for revenue growth. When organic (internal) growth is hard to come by, inorganic growth becomes a target. Inorganic is a category that includes merger and acquisition (M&A) activity as a primary strategy.

While business exigencies demonstrate the “need” for change, often the hard facts found in classic due diligence processes have far less to do with ultimate success than the cultural fit of a transaction between parties. Consequently, organizations that understand their core values are much more likely to reach the kind of growth and success that nearly all businesses seek [Gallangher 2003].

Successful M&A has been known to grow markets, build on complementary strengths, and eliminate inefficiency. But what ultimately matters in an acquisition is what happens in the hearts and minds of the people who remain with the new organization and what culture these formerly distinct entities choose to build while moving forward [Gallangher].

The Mercer Consulting Group, in studying M&A activity, finds that, among unsuccessful ones that many of the failures are caused by not conducting the same kind of “due diligence” on the culture, structure, and processes of an acquisition target as they do on the financial balance sheet [Gallangher]. 

Traditional due diligence typically analyzes the following:
– Historical performance,
– Ownership and organizational structure,
– Management team,
– Products and services, 
– Assets and liabilities,
– Information systems and technology, and
– Organizational culture [Bouchard, Pellet 2002].

J. Robert Carleton, management consultant and senior partner of the Vector Group, says, “Unfortunately, little or no time is generally spent analyzing the nature, demeanor, and beliefs of the people who will be involved in carrying out the business plan”. He believes that standard due diligence does not address some of the key questions that must be asked to accurately assess organizational readiness for a major change, such as a merger or acquisition. Even when some of the “right” questions are asked, Carleton argues, they are often limited to brief interviews with key executives, who likely have differing views from the rest of the employee group. The people in the trenches, the ones doing much of the actual work are not even involved. He  finds it interesting that “in financial and legal due diligence no such ‘act of faith’ is acceptable” in terms of the investigative procedure [Bouchard, Pellet].

“Cultural due diligence” is a phrase that more strategists are using  to assess what stumbling blocks may hinder successful integration of entities and their operations. Key factors to be considered include:

– leadership and management practices, styles, and relationships,
– governing principles,
– formal procedures,
– informal practices,
– employee satisfaction,
– customer satisfaction,
– key business drivers,
– organizational characteristics,
– perceptions and expectations, and
– how the work gets done in your organization

[Bouchard, Pellet; see also Carleton, Lineberry 2004].

When HP and Compaq decided to combine forces, they used schematics like the one below to help them discuss the salient issues–

After looking through these issues and discussing each company’s culture, the merger team put together a chart like the one below to begin developing tactics to plan for a smooth post-closing integration.

As you look at this chart, think about key M&A transactions in your industry or local community. Of the ones that did not pan out as planned, do you think they would have stood a better chance had they systematically worked through these type issues during due diligence?

Cultural due diligence is vital to successful M&A processes. If earnest consideration were given to culture as it is to financial and other factors, inorganic growth and increased market share would be a realized outcome far more often!

(Thanks go out to Agata Stachowicz-Stanusch, who wrote of the value of cultural due dilgence and detailed a case study of the HP-Compaq merger in the Journal of Intercultural Management’s April, 2009 edition.)

European Media Incubators PepsiCo Style

Recently, we have noted that intrapreneurship is an emerging trend, perhaps even hotter than entrepreneurship. One of the hybrid expressions of these category leaders is the incubator inside the larger business. In the media industry in particular, the struggle to keep up with digital competitors creates a huge need for innovation. Chip Lebovtiz, writing for Fortune online, describes what two media companies across the Atlantic are doing.

The Irish Times and the BBC’s commercial arm, BBC Worldwide, are establishing intercompany startup incubators to harness young businesses’ disruptive energies. The (Irish Times Digital Challenge).. is akin to the plot of a Hollywood movie: a young up-and-comer works with a grumpy old mentor to overcome a problem, learning a valuable life lesson in the process. In this case, the problem is how to better monetize a company’s online presence and the life lesson is the experience startups get by working with a large company, says TheIrish Times Chief Innovation Officer Johnny Ryan.

Ryan is the brains behind (the competition), in which five early-stage companies  — 81 applied — spend eight weeks working at the Times to translate their pitch into virtual reality. While their ideas widely vary, their end goal is the same, to win €50,000 (about $61,000) from venture capital fund DFJ Esprit. The winning team must prove to the Times that its product provides the largest revenue potential and improvement to reader experience.

This is an interesting competition because large revenues and improved reader experience may be mutually incompatible. One has to wonder whether the intrapreneurs have the latitude to recommend strategies that may cannibalize longstanding business practices at the publisher.

BBC Worldwide Labs, a new business accelerator for startups, takes a similar but distinct tack. There is no competition between the fledgling companies and no prize money, but the six-month program offers a trophy of a different sort: the startups get a first client worth billions.

“The BBC can be a great first customer,” says BBC Worldwide Labs Head Jenny Fielding. The broadcasting giant can be “a partner at the point of commercialization for these companies.”

This approach is intriguing because of the built-in customer aspect. Many start-up companies struggle with defining a target market that is both large enough and profitable enough to serve as the fledgling enterprise scales. Yet, by becoming a captive supplier, does the intrapreneur become prejudiced against other viable market development opportunities?

What makes these programs distinctive is that the startups operate just down the hall from the people implementing their products. This proximity to the client is designed to overcome obstacles usually found in interactions between startups and large corporations.

Working with big companies is difficult for fledgling businesses. Fielding, in her role as the head of Digital Ventures at the BBC, often has to personally guide startups through the BBC’s diverse ecosystem. By situating the program in the BBC’s London Media Center headquarters, she expects the smaller startups to more quickly acclimate to and efficiently work with the larger BBC.

Neither the BBC nor The Irish Times will take equity stakes in the young companies they incubate. Instead, the media companies hope to establish a relationship with these startups that is ultimately scalable into a larger, future partnership…

Director of Global Digital and Social Media at PepsiCo Josh Karpf isn’t too surprised to see media companies adopt the (PepsiCo10 incubator approach)…”Technology is affecting every industry today, and media is no different, he says in an email to Fortune. “Companies that are trying to find technologies that will impact their businesses three to five years down the line are the ones who will win in the future.”

 

Helping Companies Innovate On Purpose

 

Organizations large and small have teams that are responsible for executing business objectives. In some cases, the objective is to overcome a challenge; other times to re-engineer a process; still others are tasked with the commercialization of new ideas.  Regardless the initiative, the net result is that change will need to occur in order for a new, preferred outcome to be realized. Instead of the top executive in a group owning the need to introduce change, it is usually better to get a team involved for buy-in and swift implementation as well as diverse viewpoints.

Every team has inherent strengths, unique capabilities, passionate individuals with keen insights, and the opportunity to succeed. Invariably, however, time seems to work against innovation and helping teams find the time to do something uniquely significant can be tough work. Culture can impede team progress. It is important to provide the permission, resources, and support for teams to feel it is okay to brainstorm, invent, and implement new ideas.

Bulldog Drummond of San Diego uses a five step process to guide teams through innovation:

STEP 1:  WHAT’S THE PROBLEM? 

While it sounds obvious, framing the challenge clearly is the first step to take. Use the power of “Why?” to ensure the challenge is clearly stated and that everyone on your team understands the problem or the opportunity. Frame the challenge as a question. 

STEP 2: UNLEASH CROSS-FUNCTIONAL TEAMS

Brilliant minds inside companies are often under-utilized because there isn’t a venue to bring them together. These minds don’t get enough time with their peers and are rarely put into environments designed to produce them with enough time to attack a single issue. When solving a challenge, don’t just have marketing or product development teams attack the problem. Instead, unleash the power of cross-functional teams and, if possible, more than one. 

STEP 3: PUT THE CONSUMER (AND KEY INSIGHTS) INTO THE MIDDLE OF THE CHALLENGE

Millions of dollars are flushed down the drain because people aren’t paying attention to the data and the knowledge it contains is not organized in a manner that tells a compelling story. Bringing the consumer to life as people, not just as data, places the consumer and key scenarios into the middle of the challenge in an organized and insightful approach.

STEP 4: DESIGN AND FACILITATE AN AMAZING PROJECT EXPERIENCE

When attacking a challenge, envision the entire experience from beginning to end so that the teams can focus on solving the challenge. We begin by defining success with the project leaders and then choose an inspiring offsite venue and bring 5 to 10 cross-functional teams together. We make sure there is homework completed in advance preparing the teams for their time together, including gathered research, trends, and suggested work in the field. Next, we design the experience—from music and food, to a range of carefully facilitated exercises—and we model a passionate curiosity to solve the problem. At the end of the one or two days we always have amazing, actionable outcomes. 

STEP 5:  ACT QUICKLY ON THE OUTCOMES 

The key to success is to ensure that the ideas are not lost because they haven’t been framed correctly, or they don’t get the time and attention due to the day-to-day activities. Make sure that post the summit, the learnings and outcomes are synthesized in a compelling way, and that a project champion is chosen to lead the ideas into development.

Well-designed innovation summits are characterized by creativity, fun, and enthusiasm. Your organization can empower its teams with resources, support, and approval to dream big dreams and develop ideas that will benefit the organization. It is then incumbent upon leaders to move quickly to implement the ideas.

 

How To Grow Business All the Time

 

Whether your trade is producing software, computing tax liabilities, or manufacturing tangible goods, the success of your organization is going to be tied to strong sales (business development/ “bizdev”) performance over the long haul. Yet, few organizations are able to create a bizdev model that is sustainable and that constantly fuels the capital needs of the enterprise. Bizdev, however, is something that far too many senior executives (or, business owners in the SMB world) think must be acquired through osmosis or tenure. While I don’t actually believe that they think that, their actions would indicate otherwise.

Virtually everyone in North America has had a frustrating experience with bad sales execution. Either one has been on the end of trying to convince someone to buy, or the other end where we hate to be the recipient of “sales.” There’s much wrong with the selling models that are so pervasive that negative experiences abound on both sides of the equation.

Mahan Khalsa, who led the Sales Performance Group at FranklinCovey for a number of years, is one of my favorite authors on the subject of business development. His background included developing instruction for one of the old Big Eight CPA firms, then turning his attention to training almost 100,000 salespeople and consultants from all over the place in many different verticals.

Khalsa says, “Most professional sellers have good intent. They know manipulation and deceit hurt rather than build long-term sales success. They know that building trust is essential to both creating and capturing value. So they eliminate a lot of what would otherwise be dysfunctional—no surprise there. Yet most also consistently engage in actions that are not value adding–for them or for their customers. Even when great intent is present, there is a lot of room for improvement in eliminating dysfunctional behaviors.”

Both Khalsa and Neil Rackham find the tendency to jump to solutions before having completed the questioning process to be the bane of many folks involved in bizdev. I have observed noted rainmakers stumble in prospect meetings over this very subject. It’s as though the brain clicks into autopilot and, rather than seeking to understand, hubris takes over and the rainmaker is intent on being understood. Often, the solution that is recommended is premature–it doesn’t bear the wisdom of listening and consultative due diligence.

“Looking a little more holistically we could say the missing link is the ability to successfully blend excellent inquiry with excellent advocacy – to do a superb job of matching our story to the client’s story. Good inquiry is essential and most often the more undeveloped portion of the balance – and it is still only part of the equation. I’ve seen people get good at inquiry and still not be able to convert on advocacy.” (Khalsa)

When Khalsa left FranklinCovey, part of his intent was to transform the way business developers approach their work. He felt there was room for continuous improvement over an entire career. To that end, he began to wed together the twin concepts of business development and change management, with a sprinkling of performance measurement. In order to see strong long-term results, he argues, there must be an environment supportive of continuous improvement and a repeatable process that can be practiced and refined. 

Edward Deming once said, “It is not enough to do your best. You need to know what to do and then do your best.” So the quality of the practice and application is as important as the quantity of practice – and the quantity is essential. Khalsa subscribes to this concept as it relates to bizdev, stating “What I find liberating and motivating about the research is that everything, repeat everything, we need to do in order to get really good at sales is learnable – if we are willing to practice. It doesn’t have to do with our DNA, our native IQ, our personality type or social style, our years of experience. If we are willing to engage in a high number of repetitions of quality practice we can become as great as we want to be. That’s powerful.”

A key factor in effective bizdev is the ability to build a trusted relationship with the other party. Khalsa firmly believes that trust can be built intentionally and that it is tied strongly to value and information flow. In fact, he would argue that anyone who has two can obtain the third. Fundamentally, a rainmaker will have to become consistently better at doing what is promised and establishing a culture where the other party feels safe to share meaningful information.

 

INtrapreneurship On the Rise (at Big Companies)

 

Yes–we’ve previously written blog posts on the bureaucracy and lack of innovation in many big businesses. However, there are many big companies that “get it” when it comes to innovation–not just 3M, Apple and Coca Cola. Internal entrepreneurship programs in “sleeper” companies are intriguing. Dan Schwabel of Millenial Branding brought up the famous Skunk Works program of Lockheed Martin that produced the U-2 and SR-71 Blackbird plane designs from an intrapreneurial program internally back in the day.

Schwabel writes, “companies are starting new entrepreneurship initiatives because they need fuel for innovation, desire top talent and need to sustain a competitive advantage. Smart companies are catering to entrepreneurs, allowing workers to pitch their ideas, and even funding them. They are holding entrepreneurship contests, investing in startups and bringing on entrepreneurs in residence (EIR). In the war for talent and innovation, companies have to think entrepreneurially in order to survive and thrive:

Intrapreneurship is on the rise

Companies have embraced intrapreneurship to drive innovation, stay ahead of the competition and as a recruiting tool.  This trend has been driven in large part by Generation-Y, a generation of entrepreneurs that want to reinvent the business world as we know it.  Google is a great example of a company that understands this. If you work there, you are in a startup culture within a major corporation. 

Corporate entrepreneurship contests

Companies are using .. contests to engage their own workforce and as external recruiting and branding tools. Ernst & Young, for instance, has “The Innovation Challenge,” which is an internal competition where employees come up with new service offerings for their clients. PwC, another major consulting company, runs the “PwC PowerPitch”, which is an innovation contest where the winning team receives the sum of $100,000 to implement their idea. Amazon Web Services has the “Start-Up Challenge,” which is a competition for start-ups that use its Web, e-commerce and cloud-computing technology to build their infrastructures and businesses. 

Companies are investing in startups

Companies are investing in startups instead of just acquiring them. The most recent example of this is Microsoft’s “Bing Fund”, which is a new angel fund and incubator program that seeks to partner with entrepreneurs that focus on the mobile and web experience spaces. Last month, Dell announced the “Dell Innovators Credit Fund,” which provides entrepreneurs up to $100 million in financial and scalable technology resources. American Express announced last year that they would invest $100 million in digital commerce startups that would help fuel their digital transformation. 

Entrepreneurs in Residence

Both Google and Dell have recruited EIR’s to stay ahead of the curve and to advise them on startups. Stacy Brown-Philpot has been an entrepreneur in residence at Google Ventures since May. While Stacy never started her own business, she led operations for more than forty different products, including Google Search, Chrome and Google+.

More brands will start to bring on EIR’s in the future, especially in the technology industry, where acquisitions and investments are the norm. EIR programs are promising because they have knowledge on what startups are worth investing in, can oversee entrepreneurship programs, and can be used to attract new startups into corporate ecosystems.

Entrepreneurship/intrapreneurship programs drive business results

Industry experts believe that 30% of large companies now provide seed funds to finance intrapreneurial efforts. One of the most notable successes comes from 3M, who created the “Bootlegging Policy,” which is a program that allows employees to spend 15% of their time at work doing creative projects. In 1987, Art Fry took advantage of this program to create the ultra profitable “Post-it Notes” product.

Google, Facebook, & PwC have not only followed suit, but “upped the game! It’s interesting to mention a CPA firm in a sentence about corporate innovation alongside such stalwart consumer brands. Yet, it mid-sized and large businesses are to compete globally for talent, brand presence, and profits, more companies who may not be in innovative industries must learn how to spur intrapreneurship!